DATA PROCESSING AGREEMENT

Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement. The following terms shall have the corresponding meanings:

• Data Transfer: A transfer of Personal Data from the Controller to the Processor, or between two establishments of the Processor, or with a Sub-processor by the Processor.
• EU GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data.
• Standard Contractual Clauses: The contractual clauses attached as Schedule 1 pursuant to European Commission's Implementing Decision (EU) 2021/914.
• Controller: The natural or legal person, public authority, agency, or other body which determines the purposes and means of processing personal data.
• Processor: A natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.
• Sub-processor: A processor/sub-contractor appointed by the Processor for provision of all or parts of the Services.

This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be limited to the Processor's obligations under the Agreement. If there is a conflict between the provisions of the Agreement and this DPA, the provisions of this DPA shall prevail.

• Contact information (names, email addresses, phone numbers)
• Communication content (chat messages, emails, SMS, WhatsApp messages)
• Behavioral data (website interactions, engagement metrics)
• Preference data (communication preferences, interests)
• Technical data (IP addresses, device information, cookies)
• Transaction data (purchase history, order information)
• Customer journey and automation data

• End customers of the Controller
• Website visitors and users
• Marketing campaign recipients
• Chat and support users
• Prospects and leads

The objective of Processing of Personal Data by the Processor shall be to provide:

• AI Chatbot services for customer engagement
• Live Chat functionality
• Email Marketing campaigns
• SMS Marketing services
• WhatsApp Marketing
• Journey Builder automation
• Contact Data Management
• Customer Data Platform services
• Customer communication services and inquiry management
• Personalized customer journeys and engagement analytics

All processing is pursuant to the Agreement between the Parties.

The Processor will Process Personal Data for the duration of the Agreement, and may continue for up to 90 days post-termination for data return/deletion purposes, unless otherwise agreed upon in writing by the Controller.

The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed. The Data Controller is responsible for ensuring that it provides such Personal Data based on an appropriate legal basis allowing lawful processing activities, including obtaining any necessary Data Subject consents.

The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant privacy notice.

The Data Controller shall request the Data Processor to purge Personal Data when required by the Data Controller or any Data Subject unless the Data Processor is otherwise required to retain the Personal Data by applicable law.

The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:

• Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data
• Request from individuals seeking to access, correct, or delete Personal Data
• Inquiry or complaint from individuals relating to collection, processing, use, or transfer of Personal Data
• Any regulatory request, search warrant, or legal process seeking Personal Data

The Processor will follow written and documented instructions received from the Controller, its affiliate, agents, or personnel, with respect to the Processing of Personal Data.

At the Data Controller's request, the Data Processor will provide reasonable assistance to the Data Controller in responding to requests by Data Subjects in exercising their rights. Response time: Within 10 business days of receiving a request.

The Data Processor shall obtain consent (where necessary) and/or provide notice to the Data Subject in accordance with Data Protection Laws to enable shared Personal Data to be provided to and used by the other Party.

Where shared Personal Data is transferred outside the Data Processor's territorial boundaries, the transferor shall ensure that the recipient is under contractual obligations to protect such Personal Data to the same or higher standards.

The processor shall inform the controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.

The Data Processor shall assist the data controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under GDPR.

To Process the Personal Data, the Processor will use personnel who are:

• Informed of the confidential nature of the Personal Data
• Perform the Services in accordance with the Agreement

The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with accepted industry practice. Background checks are performed for personnel with data access.

The Processor will maintain appropriate technical and organizational measures for protection of the security, confidentiality, and integrity of the Personal Data as per specifications mutually agreed in writing by the Parties.

Upon Controller's reasonable request, the Processor will make available information as reasonably necessary to demonstrate Processor's compliance with its obligations under the EU GDPR or other applicable laws.

The Controller has the right to audit GETA AI's compliance with this DPA through:

• Annual compliance questionnaires
• Review of security certifications (ISO 27001, SOC 2)
• On-site inspections with reasonable advance notice

When the Controller wishes to conduct an audit at Processor's site, it shall provide at least fifteen (15) days' prior written notice. The Processor will provide reasonable cooperation and assistance in relation to audits.

The Controller shall bear the expense of such an audit.

Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (EEA) shall only take place in compliance with Schedule 1 to the DPA. Where such model clauses have not been executed, the Processor shall not unduly withhold the execution of such template model clauses where the transfer of Personal Data outside the EEA is required for performance of the Agreement.

The Controller acknowledges and agrees that the Processor may engage third-party Sub-processor(s) in connection with the performance of the Services, provided such Sub-processor(s) take technical and organizational measures to ensure confidentiality of Personal Data.

The processor shall notify the controller at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors by emailing notice of the intended change to Customer.

In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to Controller for any failure on behalf of a Sub-processor to fulfil its data protection obligations under the DPA.

If the Controller has a concern that the Sub-processor's Processing of Personal Data is reasonably likely to cause the Controller to breach its data protection obligations, the Controller may object to Processor's use of such Sub-processor and the Processor and Controller shall confer in good faith.

The Processor shall maintain defined procedures in case of a Personal Data Breach and shall without undue delay (within 24 hours) notify Controller if it becomes aware of any Personal Data Breach unless such Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons.

The notification shall include:

• Description of the breach
• Categories and approximate number of affected data subjects
• Likely consequences of the breach
• Measures taken or proposed to address the breach

The Processor shall provide the Controller with all reasonable assistance to comply with notification requirements to Supervisory Authority and/or Data Subject, to identify the cause of such Data Breach and take commercially reasonable steps to mitigate and remedy such Data Breach.

Processor's notification of or response to a Personal Data Breach under this DPA will not be construed as an acknowledgement by Processor of any fault or liability with respect to the data incident.

The Processor shall at least ninety (90) days from the end of the Agreement or cessation of Services, whichever occurs earlier, shall return to the Controller all Personal Data, or if the Controller so instructs, the Processor shall delete the Personal Data. The Processor shall:

• Return all personal data to the Controller in a commonly used electronic format
• Delete all personal data from GETA AI systems
• Provide written certification of data deletion
• Delete data from all backups and sub-processor systems

The Processor shall return such Personal Data in a commonly used format or in the current format in which it was stored at discretion of the Controller, as soon as reasonably practicable following receipt of Controller's notification.

In any case, the Processor shall delete Personal Data including all the copies of it as soon as reasonably practicable following the end of the Agreement.

Exceptions apply where data retention is required by applicable law.

Having regard to the state of technological development and the cost of implementing any measures, the Processor will take appropriate technical and organizational measures against the unauthorized or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to: (a) the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage; and (b) the nature of the data to be protected [including the measures stated in Annex II of Schedule 1].

Each party shall be liable for damages caused by its breach of GDPR obligations.

GETA AI shall indemnify the Controller against claims arising from GETA AI's breach of this DPA.

This DPA shall be governed by Indian law, with any GDPR compliance requirements taking precedence for European data subjects.

This DPA may only be amended in writing, signed by both parties.

Data exporter(s):

• Name: Customer (As set forth in the relevant Order Form)
• Address: As set forth in the relevant Order Form
• Contact person's name, position, and contact details: As set forth in the relevant Order Form
• Activities relevant to the data transferred under these Clauses: Recipient of the Services provided by GETA AI Private Limited in accordance with the Agreement, including AI Chatbot services, Live Chat, Email Marketing, SMS Marketing, WhatsApp Marketing, Journey Builder automation, and Customer Data Platform services.
• Signature and date: Signature and date are set out in the Agreement.
• Role (Controller/Processor): Controller

Data importer(s):

• Name: GETA AI Private Limited
• Address: [Insert GETA AI registered office address]
• Contact person's name, position, and contact details:
  • Engineering Manager: Lakshya Tyagi
  • Director: Shubham Puranik
  • Contact: Available through www.geta.ai
• Activities relevant to the data transferred under these Clauses: Provision of AI Chatbot, Live Chat, Email Marketing, SMS Marketing, WhatsApp Marketing, Journey Builder automation, Contact Data Management, and Customer Data Platform services to the Customer in accordance with the Agreement.
• Signature and date: Signature and date are set out in the Agreement.
• Role (controller/processor): Processor

Categories of data subjects whose personal data is transferred:

• End customers of the Controller
• Website visitors and users
• Marketing campaign recipients
• Chat and support users
• Prospects and leads

Categories of personal data transferred:

• Contact information (names, email addresses, phone numbers)
• Communication content (chat messages, emails, SMS, WhatsApp messages)
• Behavioral data (website interactions, engagement metrics)
• Preference data (communication preferences, interests)
• Technical data (IP addresses, device information, cookies)
• Transaction data (purchase history, order information)
• Customer journey and automation data

Sensitive data transferred (if applicable): No sensitive data collected.

The frequency of the transfer: Continuous basis

Nature of the processing:

• Collection and storage of personal data
• Automated processing through AI chatbots
• Communication facilitation via multiple channels (Email, SMS, WhatsApp, Live Chat)
• Marketing campaign execution across multiple platforms
• Data analysis and reporting
• Customer journey automation and personalization
• Contact data management
• Customer Data Platform operations

Purpose(s) of the data transfer and further processing: The purpose of the transfer is to facilitate the performance of the Services more fully described in the Agreement and accompanying order forms, specifically to enable customer communication services, automate marketing campaigns, manage customer inquiries, build personalized customer journeys, and analyze engagement metrics.

The period for which the personal data will be retained: The period for which the Customer Personal Data will be retained is more fully described in the Agreement, Addendum, and accompanying order forms. Data may be retained for up to 90 days post-termination for data return/deletion purposes.

For transfers to (sub-)processors: The subject matter, nature, and duration of the Processing more fully described in the Agreement, Addendum, and accompanying order forms.

Data exporter is established in an EEA country.

The competent supervisory authority is as determined by application of Clause 13 of the EU SCCs.

Description of the technical and organisational security measures implemented by GETA AI Private Limited as the data processor/data importer to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Security Management System

Organization: GETA AI Private Limited designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.

Policies: Management reviews and supports all security related policies to ensure the security, availability, integrity and confidentiality of Customer Personal Data. These policies are updated at least once annually.

Assessments: GETA AI Private Limited engages reputable independent third-parties to perform risk assessments of all systems containing Customer Personal Data at least once annually.

Risk Treatment: GETA AI Private Limited maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management and patch management to identify and protect against potential threats to the security, integrity or confidentiality of Customer Personal Data.

Vendor Management: GETA AI Private Limited maintains an effective vendor management program.

Incident Management: GETA AI Private Limited reviews security incidents regularly, including effective determination of root cause and corrective action.

Standards: GETA AI Private Limited operates an information security management system that complies with the requirements of ISO/IEC 27001:2022 standard and SOC 2 compliance framework.

GETA AI Private Limited personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. GETA AI Private Limited conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice and statutory regulations.

Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, GETA AI Private Limited's confidentiality, privacy and security policies.

Personnel are provided with regular privacy and security training programs on how to implement and comply with the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications).

GETA AI Private Limited's personnel will not process Customer Personal Data without authorization.

Access Management: GETA AI Private Limited maintains a formal access management process for the request, review, approval and provisioning of all personnel with access to Customer Personal Data to limit access to Customer Personal Data and systems storing, accessing or transmitting Customer Personal Data to properly authorized persons having a need for such access. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.

Infrastructure Security Personnel: GETA AI Private Limited has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. GETA AI Private Limited's infrastructure security personnel are responsible for the ongoing monitoring of GETA AI Private Limited's security infrastructure, the review of the Services, and for responding to security incidents.

Access Control and Privilege Management: GETA AI Private Limited's and Customer's administrators and end users must authenticate themselves via a Multi-Factor authentication system or via a single sign-on system using OAuth 2.0 in order to use the Services.

Internal Data Access Processes and Policies: GETA AI Private Limited's internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration or destruction of Customer Personal Data. GETA AI Private Limited designs its systems to only allow authorized persons to access data they are authorized to access based on principles of "least privileged" and "need to know", and to prevent others who should not have access from obtaining access.

GETA AI Private Limited requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel's job responsibilities; job duty requirements necessary to perform authorized tasks; a need to know basis; and must be in accordance with GETA AI Private Limited's internal data access policies and training.

Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., log-into workstations), password policies follow industry standard practices. These standards include password complexity, password expiry, password lockout, restrictions on password reuse and re-prompt for password after a period of inactivity.

Data Centers:

Infrastructure: GETA AI Private Limited uses Amazon Web Services (AWS) as its data center provider.

Resiliency: Multi Availability Zones are enabled on AWS and GETA AI Private Limited conducts Backup Restoration Testing on regular basis to ensure resiliency. Secure backup procedures include AWS S3 and Glacier storage.

Server Operating Systems: GETA AI Private Limited's servers are customized for the application environment and the servers have been hardened for the security of the Services. GETA AI Private Limited employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.

Disaster Recovery: GETA AI Private Limited replicates data over multiple systems to help protect against accidental destruction or loss. GETA AI Private Limited has designed and regularly plans and tests its disaster recovery programs.

Security Logs: GETA AI Private Limited's systems have logging enabled to their respective system log facility in order to support security audits, and monitor and detect actual and attempted attacks on, or intrusions into, GETA AI Private Limited's systems.

Vulnerability Management: GETA AI Private Limited performs regular vulnerability scans on all infrastructure components of its production and development environment. Vulnerabilities are remediated on a risk basis, with Critical, High and Medium security patches for all components installed as soon as commercially possible.

Data Transmission: Transmissions on production environment are transmitted via Internet standard protocols.

Encryption Technologies:

• AES-256 encryption for data at rest
• TLS 1.3 for data in transit

GETA AI Private Limited makes HTTPS encryption (also referred to as SSL or TLS) available for data in transit.

External Attack Surface: AWS Security Group which is equivalent to virtual firewall is in place for Production environment on AWS.

Secure API Authentication: OAuth 2.0 protocol for secure API authentication

Network Security: Network security monitoring and intrusion detection systems are in place

Incident Response: GETA AI Private Limited maintains incident management policies and procedures, including detailed security incident escalation procedures. GETA AI Private Limited monitors a variety of communication channels for security incidents, and GETA AI Private Limited's security personnel will react promptly to suspected or known incidents, mitigate harmful effects of such security incidents, and document such security incidents and their outcomes.

GETA AI Private Limited stores data in a multi-tenant environment on AWS servers. Data, the Services database and file system architecture are replicated between multiple availability zones on AWS.

GETA AI Private Limited logically isolates the data of different customers.

Database encryption and access logging are implemented for all customer data.

A central authentication system is used across all Services to increase uniform security of data.

GETA AI Private Limited ensures secure disposal of Client Data through the use of a series of data destruction processes.

Regular automated backups with encryption ensure data availability and integrity.

Regular software updates and security patches are applied to maintain security posture.

The controller has authorized the use of the following sub-processors:

The Processor shall notify the Controller at least 30 days in advance of any changes or additions to this list of Sub-processors.

PROCESSOR:

Company: GETA AI Private Limited

Representative: Shubham Puranik (Director)

DPO Officer: Lakshya Tyagi

Email: privacy@geta.ai