Data Processing Agreement

This Data Processing Agreement (the “DPA”) constitutes a legally binding agreement between You and Us. You are required to read this DPA carefully as this DPA forms an integral part of the terms of use available at https://www.limechat.ai/terms-of-service/ (the “Terms'') and is applicable where We are the Processors of Your Personal Data.

1. Definitions

means any accounts or instances created by You or on Your behalf for access and use of the Services.

• CCPA
  

  shall mean the California Consumer Privacy Act of 2018.

• Data Protection Laws
  

  shall mean the data protection laws of the country in which You are established and any data protection laws applicable to You in connection with the Terms, including but not limited to (a) laws and regulations applicable to the GDPR, (b) in respect of the UK, the GDPR as saved into the United Kingdom by virtue of section 3 of the United Kingdom European Union (Withdrawal) Act 2018 (“UK GDPR”) and the Data Protection Act, 2019 (c) the Swiss Federal Data Protection Act and its implementing regulations (“Swiss DPA”) in each case, as may be amended, superseded or replaced.

• GDPR
  

  shall mean the 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).

• Personal Data
  

  shall mean any information relating to an identified or identifiable natural person Processed by Rocketlane as part of providing the services to You as described in an Appendix.

• Restricted Transfer
  

  means (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.

• Standard Contractual Clauses or SCCs
  

  means (i) where the GDPR applies, the standard contractual clauses as approved by the European Commission (Implementing Decision (EU) 2021/914 of 04 June 2021) Implementing Decision (EU) 2021/914 of 04 June 2021) and available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914  (“EU SCCs”); (ii) where the UK GDPR applies, the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner, Version B1.0, in force from 21 March 2022 set forth as Appendix IV (“UK SCCs”) and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the “Swiss SCCs”) (in each case, as updated, amended or superseded from time to time).

• Sensitive Personal Information
  

  means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation.  It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws

Controller, Data Subject, Personal Data Breach, Processor and Process shall have the meaning given to them in the GDPR.

2. Scope and Responsibilities

• This DPA applies to Processing of Personal Data forming a part of the Customer Data.

• LimeChat shall Process Personal Data only on Your behalf and at all times only in accordance with this DPA, especially the respective Appendix. For the avoidance of doubt, LimeChat shall be the Processor and You shall be the Controller of the Personal Data.

• Within the scope of the Terms, each party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.

3. Term and Termination

• This DPA becomes effective upon You subscribing to the Services by agreeing to the Terms. It shall continue to be in full force and effect as long as LimeChat is Processing Personal Data pursuant to the Terms and shall terminate automatically thereafter.

• Where amendments are required to ensure compliance of this DPA or an Appendix with Data Protection Laws, the Parties shall make reasonable efforts to agree on such amendments upon Your request. Where the Parties are unable to agree upon such amendments, either party may terminate the Terms in accordance with the termination procedure contained therein.

4. Processing Instructions

• LimeChat will Process Personal Data in accordance with Your instructions. This DPA contains Your initial instructions to LimeChat. The Parties agree that You may communicate any change in your initial instructions to LimeChat by way of amendment to this DPA, which shall be signed by the Parties.

• For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this DPA (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties.

• LimeChat shall without undue delay inform You in writing if, in LimeChat's opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing.

5. Processing Instructions

• LimeChat will restrict its personnel from Processing Personal Data without authorization. LimeChat will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection, and data security.

6. Disclosure to Third Parties; Data Subjects Rights

• LimeChat will not disclose Personal Data to any government agency, court, or law enforcement except with Your written consent or as necessary to comply with applicable mandatory laws. If LimeChat is obliged to disclose Personal Data to a law enforcement agency, then LimeChat agrees to give You reasonable notice of the access request prior to granting such access, to allow You to seek a protective order or other appropriate remedies. If such notice is legally prohibited, LimeChat will take reasonable measures to protect the Personal Data from undue disclosure as if it were LimeChat’s own confidential information being requested and shall inform You promptly as soon as possible if and when such legal prohibition ceases to apply.

• In case You receive any request or communication from Data Subjects that relate to the Processing of Personal Data ("Request"), LimeChat shall reasonably provide You with full cooperation, information, and assistance ("Assistance") in relation to any such Request instructed by You.

• Where LimeChat receives a Request, LimeChat shall (i) not directly respond to such Request, (ii) forward the Request to You within five (5) business days of identifying the Request as being related to You, and (iii) provide Assistance according to to further instructions from You.

7. Technical and Organizational Measures

• LimeChat shall implement and maintain appropriate technical and organizational security measures to ensure that Personal Data is Processed according to this DPA, to provide assistance, and to protect Personal Data against a Personal Data Breach ("TOMs") as specified in Appendix II hereto.

8. Assistance with Data Protection Impact Assessment

• Where a Data Protection Impact Assessment ("DPIA") is required under applicable Data Protection Laws for the Processing of Personal Data, LimeChat shall provide upon request to You any information and assistance reasonably required for the DPIA including assistance for any communication with data protection authorities, where required, unless the requested information or assistance is not pertaining to LimeChat's obligations under this DPA.

• You shall pay LimeChat reasonable charges for providing the assistance in clause 8, to the extent that such assistance cannot be reasonably accommodated within the normal provision of the Services.

9. Information Rights and Audit

• LimeChat shall, in accordance with Data Protection Laws, make available to You on request in a timely manner such information as is necessary to demonstrate compliance by LimeChat with its obligations under the Data Protection Laws.

• LimeChat shall, upon reasonable notice, allow for and contribute to audits of LimeChat's Processing of Personal Data, as well as the TOMs (including data Processing systems, policies, procedures, and records), during regular business hours and with minimal interruption to LimeChat's business operations. Such audits shall be conducted by You, Your affiliates, or an independent third party on Your behalf (which will not be a competitor of Rocketlane) that are subject to reasonable confidentiality obligations.

• You shall pay LimeChat reasonable costs of allowing or contributing to audits or inspections in accordance with clause 9.2 where You wish to conduct more than one audit or inspection every twelve (12) months. LimeChat will immediately refer to You any requests received from national data protection authorities that relate to LimeChat’s Processing of Personal Data.

• LimeChat undertakes to reasonably cooperate with You in its dealings with national data protection authorities and with any audit requests received from national data protection authorities.

10. Personal Data Breach Notification

In respect of any Personal Data Breach (actual or reasonably suspected), LimeChat shall:

• notify You of a Personal Data Breach involving LimeChat or a subcontractor without undue delay and it shall be Your responsibility to inform the supervisory authority of such breach within seventy-two (72) hours of notice by LimeChat;

• provide reasonable information, cooperation and assistance to You in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.

11. Subcontracting

• You consent to LimeChat engaging third-party sub-processors as indicated in Appendix 1 to Process Personal Data to fulfill its obligations under the Terms provided that, LimeChat will provide at least fifteen (15) days’ notice to Your account administrator prior to the appointment or replacement of any sub-processor. You may object to LimeChat’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, LimeChat will either not appoint or replace the sub-processor or, if this is not possible, You or LimeChat may suspend or terminate the Service(s) (without prejudice to any fees incurred by You prior to such suspension or termination).

• Where LimeChat, with Your consent, subcontracts its obligations and rights under this DPA it shall do so only by way of a binding written contract with the sub-processor which imposes essentially the same obligations according to Art. 28 GDPR, especially with regard to instructions and TOMs on the sub-processor as are imposed on LimeChat under this DPA.

• Where the sub-processor fails to fulfill its data protection obligations under the subcontracting agreement, LimeChat shall remain fully liable to You for the fulfillment of its obligations under this DPA and for the performance of the subprocessor's obligations.

12. International Data Transfers

• The Parties agree that when the transfer of Personal Data from You to LimeChat is a Restricted Transfer and applicable Data Protection Laws require that appropriate safeguards are put in place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA as follows:

  • n relation to transfers of Personal Data originating from the EEA and subject to the GDPR, the EU SCCs shall apply, completed as follows:

    • Module 2 (Controller to Processor) shall apply where You are a Controller and LimeChat is a Processor;

    • in Clause 7, the optional docking clause will apply;

    • in Clause 11, the optional language will not apply;

    • in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;

    • in Clause 18(b), disputes shall be resolved before the courts of Ireland;

    • Annex I of the EU SCCs shall be deemed completed with the information set out in Appendix I to this DPA;

    • Annex II of the EU SCCs shall be deemed completed with the information set out in Appendix II to this DPA; and

    • Annex III of the EU SCCs shall be deemed completed with the information set out in Appendix III to this DPA

  • In relation to transfers of Personal Data originating Switzerland and subject to the Swiss DPA, the EU SCCs as implemented under sub-paragraph (a) above will apply with the following modifications and constitute the Swiss SCCs:

    • references to Regulation (EU) 2016/679; shall be interpreted as references to the Swiss DPA;

    • references to specific Articles of Regulation (EU) 2016/679; shall be replaced with the equivalent section of the Swiss DPA;

    • references to “EU”, “Union”, “Member State”, and “Member State law” shall be replaced with references to “Switzerland” or “Swiss law”;

    • the term “member state” shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., Switzerland);

    • Clause 13(a) and Part C of Annex I are not used and the “competent supervisory” is the Swiss Federal Data Protection Information Commissioner;

    • references to the “competent supervisory authority” and “competent courts” shall be replaced with references to the “Swiss Federal Data Protection Information Commissioner” and “applicable courts of Switzerland”;

    • in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland; and12.1.b.viii Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.12.1.b.ix Annex I of the Swiss SCCs shall be deemed completed with the information set out in Appendix I to this DPA;

    • Annex II of the Swiss SCCs shall be deemed completed with the information set out in Appendix II to this DPA; and

    • Annex III of the Swiss SCCs shall be deemed completed with the information set out in Appendix III to this DPA

  • In relation to transfers of Personal Data originating from the UK and subject to the UK GDPR, the UK SCCs shall apply.

• For the purposes of descriptions in the SCCs, You agree that You are the “data exporter” and LimeChat is the “data importer”.

• The Parties agree that if the Standard Contractual Clauses are replaced, amended, or no longer recognized as valid under Data Protection Laws, or if a Supervisory Authority and/or Data Protection Laws requires the adoption of an alternative transfer solution, the data exporter and data importer will: (i) promptly take such steps requested including putting an alternative transfer mechanism in place to ensure the processing continues to comply with Data Protection Laws; or (ii) cease the transfer of Personal Data and at the data exporter’s option, delete or return the Personal Data to the data exporter.

13. Deletion or Return of Personal Data

Upon termination of Your Account, LimeChat may delete all Customer Data, including Personal Data in accordance with the procedure set forth in the Terms. This requirement shall not apply to the extent that LimeChat is permitted by the applicable law to retain some or all of the Personal Data, in which event LimeChat shall isolate and protect the Personal Data from any further processing except to the extent as required by such law.

14. CCPA Undertaking

You acknowledge and agree that it is the Business and LimeChat is the Service Provider with respect to any Personal Information of Consumers (as those terms are understood under the CCPA) forming part of Your Data. LimeChat will not sell, retain, use, or disclose the Personal Information of Consumers that LimeChat processes on Your behalf when providing the Services under the Terms for any purpose other than for the specific purpose of providing the Services in accordance with the Terms and as part of the direct relationship between LimeChat and You. LimeChat certifies that it understands the restrictions in this clause 14 and will comply with such restrictions.

15. Miscellaneous

• In case of any conflict, the provisions of this DPA shall take precedence over the Terms or provisions of any other agreement with LimeChat. In case of any conflict between the DPA and the SCCs, the SCCs shall take precedence over the provisions of the rest of the DPA.

• No party shall receive any remuneration for performing its obligations under this DPA except as explicitly set out herein or in another agreement.

• Where this DPA requires a “written notice” such notice can also be communicated via email to the other party. Notices shall be sent to the contact persons set out in Appendix 1.

• Any supplementary agreements or amendments to this DPA must be made in writing and signed by both Parties.

• Should individual provisions of this DPA become void, invalid, or non-viable, this shall not affect the validity of the remaining conditions of this DPA. The following Appendices form an integral part of this DPA:

• In the event a Data Subject wishes to exercise its data subject rights under applicable Data Protection Law, including, but not limited to, a data subject’s right of access, correction and/or erasure of its Personal Data in LimeChat’s control, the Data Subjects can submit such request done by contacting LimeChat's Automation’s Data Protection Officer (DPO) below. Also for raising concerns and/or any complaints related to the Customer Personal Data that can be done by contacting the Data Protection Officer below:
  Name: Amarjeet Malik
  Email ID: amarjeet.malik@limechat.ai

APPENDIX 1

A. LIST OF PARTIES UNDER THE SCCS

Data exporter(s): The Data Exporter is the entity that has subscribed to the Terms and their contact details are as provided by them while subscribing to the Terms. Signature & Date:  By entering into the Agreement, Data Exporter is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

Role: Controller

Data importer(s):
Name: Wavicle Technologies Private Limited
Address: 404, 22nd Cross, 27th Main, Sector 2, HSR Layout, Bangalore, India - 560102
Contact person’s name, position, and contact details:
Name: Nikhil Gupta Email: legal@limechat.ai
Activities relevant to the data transferred under these Clauses: As specified in Part B.
Signature and data: By entering into the Agreement, the Data Importer is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
Role (Controller / Processor): Processor

B. DESCRIPTION OF TRANSFER

COMPETENT SUPERVISORY AUTHORITY

Appendix II – Technical and Organisational Security Measures

Appendix III – List of Sub-processors

Appendix IV: UK SCCs T