This Data Processing Agreement (“DPA”) forms part of the Cloud Services Agreement General Terms (“Principal Agreement”) between [COMPANY NAME] (the “Company” or “Customer”) and Auctor AI Inc. (the “Processor” or “Auctor”) (together as the “Parties”).
If there is a conflict between this DPA and the Principal Agreement, this DPA shall prevail.
WHEREAS
(A) The Company may act as a controller of Personal Data or as a processor on behalf of its End Customers.
(B) The Company wishes to engage the Processor to process Personal Data in connection with the Principal Agreement.
(C) This DPA sets forth the parties’ data protection obligations under applicable law.
(D) When the Company acts as a controller, the Processor acts as a processor. When the Company acts as a processor, the Processor acts as a subprocessor.
It is Argeed As Follows:
Definitions and Interpretation
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
“Agreement” or “DPA” means this Data Processing Agreement and all Annexes;
“Company Personal Data” means that portion of Customer Data (as defined in the Principal Agreement) that constitutes Personal Data under applicable Data Protection Laws;
“Company” and “Customer” shall have the same meaning and may be used interchangeably in this DPA and the Principal Agreement. Similarly, “Processor” and “Auctor” shall have the same meaning.
“Data Protection Laws” means all applicable laws relating to Processing of Personal Data and privacy that may exist in any relevant jurisdiction, including European Data Protection Laws and US Data Protection Laws;
“EEA” means the European Economic Area;
“EU Personal Data” means Personal Data to which data protection legislation of the European Union, or of a Member State of the European Union or EEA, applies;
“European Data Protection Laws” means the GDPR, UK Data Protection Act 2018, the UK GDPR, ePrivacy Directive 2002/58/EC, FADP, and any associated or additional legislation in force in the EU, EEA, Member States of the European Union, Switzerland, and the United Kingdom as amended, replaced or superseded from time to time;
“FADP” means the Swiss Federal Act on Data Protection and its Ordinances, as amended from time to time;
“FDPIC” means the Swiss Federal Data Protection and Information Commissioner;
“GDPR” means General Data Protection Regulation EU2016/679;
“UK GDPR” means General Data Protection Regulation (EU) 2016/679 as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended);
“US Data Protection Laws” means data privacy, data protection, and cybersecurity laws of the United States applicable to the Processing of Personal Data under the Principal Agreement, including the California Consumer Privacy Act (as amended, the “CCPA”), and similar state privacy laws;
“Protected Area” means (a) for EU Personal Data, the European Union and the EEA and any country, for which an adequacy decision under GDPR applies; or (b) for UK Personal Data, the United Kingdom and any country, for which an adequacy decision applies; or (c) for Swiss Personal Data, any country, which is recognized as adequate by the FDPIC or the Swiss Federal Council;
“Personal Data” means any information provided by Company to Processor that is protected as “personal data,” “personal information,” “personally identifiable information,” or similar terms defined in Data Protection Laws;
“Services” or “Cloud Service” means the AI-enabled platform for systems integration support the Processor provides pursuant to the Principal Agreement, including AI Systems that capture and structure requirements, auto-generate implementation artifacts, maintain document synchronization, and integrate with Company’s existing tools;
“Subprocessor” means any person appointed by or on behalf of Processor to Process Personal Data on behalf of the Company in connection with this DPA.
“Standard Contractual Clauses” means:
in respect of UK Personal Data, the International Data Transfer Addendum to the EU Standard Contractual Clauses, issued by the Information Commissioner and laid before Parliament in accordance with s.119A of the Data Protection Act 2018 on 2 February 2022 (“UK Standard Contractual Clauses”):
in respect of EU Personal Data, the standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR, adopted by the European Commission under Commission Implementing Decision (EU) 2021/914 (“EU Standard Contractual Clauses”), as follows:
(a) where Company acts as a controller with respect to the transferred Personal Data, Module 2 (Controller to Processor) shall apply;
(b) where Company acts as a processor on behalf of an End Customer (as controller) with respect to the transferred Personal Data, Module 3 (Processor to Processor) shall apply;
(c) no optional clauses are included;
in respect of Swiss Personal Data, the EU Standard Contractual Clauses with the necessary adaptations and amendments for the purposes of the FADP as required by the FDPIC in its Statement of 27 August 2021;
“Swiss Personal Data” means Personal Data to which the FADP applies;
“UK Personal Data” means Personal Data to which the laws of the United Kingdom apply;
The following terms have the meanings given in Section 1 of the Principal Agreement: “Aggregated Data,” “AI Systems,” “Authorized Users,” “End Customer,” “Outputs,” “Third-Party AI Components,” and “Usage Data.”
The terms, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR and UK GDPR, and their cognate terms shall be construed accordingly with other Data Protection Laws. For example, Data Subject shall include such analogous terms as Consumer under US Data Protection Laws.
The terms “sell,” “sale,” “share,” “sharing,” and “Service Provider” shall have the same meanings as in the CCPA.
Subscriptions
Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles may vary based on your specific agreement or plan.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Auctor AI Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting the Auctor AI Inc. customer support team at will@auctor-ai.com
A valid payment method, including a credit card, is required to process the payment for your subscription. You shall provide Auctor AI Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize Auctor AI Inc. to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Auctor AI Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline, with the full payment corresponding to the billing period as indicated on the invoice.
Fee Changes
Auctor AI Inc., in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Auctor AI Inc. will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Refunds
Except when required by law, paid Subscription fees are non-refundable.
Prohibited Uses
You may use the Service only for lawful purposes and in accordance with the Terms. You agree not to use the Service:
In any way that violates any applicable national or international law or regulation.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm or offend the Company or users of the Service or expose them to liability.
Additionally, you agree not to:
Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real-time activities through the Service.
Use any robot, spider, or other automatic device, process, or means to access any part of the Service for any purpose, including monitoring or copying any of the material on the Service.
Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Service.
Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
Take any action that may damage or falsify the Company’s rating or reputation.
Otherwise attempt to interfere with the proper working of the Service.
Analytics
We may use third-party Service Providers to monitor and analyze the use of our Service.
No Use By Minors
The Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Company’s Services, you represent and warrant that you are at least eighteen (18) years of age and have the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of the Terms. If you are not at least eighteen (18) years old, you are prohibited from both accessing and using the Service.
Accounts
When you create an account with us, you guarantee that you are above the age of 18 and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to restricting access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or a name that is not lawfully available for use, a name or trademark subject to any rights of another person or entity other than you without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Intellectual Property
The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Auctor AI Inc. and its licensors. The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Auctor AI Inc.
Error Reporting and Feedback
You may provide us, either directly at will@auctor-ai.com or via third-party sites and tools, with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”).
You acknowledge and agree that:
You shall not retain, acquire, or assert any intellectual property right or other right, title, or interest in or to the Feedback.
The Company may have development ideas similar to the Feedback.
Feedback does not contain confidential information or proprietary information from you or any third party.
The Company is not under any obligation of confidentiality with respect to the Feedback.
In the event the transfer of ownership to the Feedback is not possible due to applicable mandatory laws, you grant the Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited, and perpetual right to use (including copy, modify, create derivative works, publish, distribute, and commercialize) Feedback in any manner and for any purpose.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Auctor AI Inc.
Auctor AI Inc. has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT AUCTOR AI INC. SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEB SITES OR SERVICES.
We strongly advise you to read the Terms of Service and Privacy Policies of any third-party websites or services that you visit.
Disclaimer Of Warranty
THESE SERVICES ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation Of Liability
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD AUCTOR AI INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER THEY ARISE (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THESE TERMS AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF AUCTOR AI INC. HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF AUCTOR AI INC., IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Termination
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever, including but not limited to a breach of these Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of California without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede any prior agreements we might have had regarding the Service.
Changes To Service
We reserve the right to withdraw or amend our Service, and any service or material we provide via the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.
Amendments To Terms
We may amend these Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.
Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Waiver And Severability
No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
ACKNOWLEDGEMENT
BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
Contact Information
If you have any questions about these Terms, please contact us:
Email: will@getauctor.com