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Data Processing Addendum

By Dailybot, Inc.

This Dailybot® Data Processing Addendum ("Addendum") amends the Terms of Service for Software as a Service Subscription or the Software as a Service Agreement, as applicable (the "Agreement"), by and between you acting as Customer under the Agreement ("you," "your") and Dailybot, Inc., a Delaware corporation ("Dailybot").

1. Definitions

a) "Data Protection Legislation" means European Union Regulation 2016/679 (the "General Data Protection Regulation") or California Civil Code Section 1798.100-1798.199 (the "California Consumer Privacy Act of 2018"), as applicable, and any legislation and/or regulation implementing or made pursuant to it, or which amends or replaces any of it;

b) "Data Processor", "Data Controller", "Data Subject", "Processing", "Subprocessor", and "Supervisory Authority" shall be interpreted in accordance with the General Data Protection Regulation;

c) "Service Provider" shall be interpreted in accordance with the California Consumer Privacy Act of 2018;

d) "Personal Data" as used in this Addendum means information that relates to, or could reasonably be linked with, to an identifiable or identified Data Subject who participates in chatbot, collaboration and/or productivity tools you offer or make available to your users through the Platform (each, an "End User"), which information Dailybot processes as a Data Processor or Service Provider in the course of providing you with the Cloud Services;

e) "Data Subject Request" as used in this Addendum means a request for access, erasure, rectification, or portability of your End User's Personal Data; and

f) All other capitalized terms in this Addendum shall have the same definition as in the Agreement.

2. Data Protection

a) Where a Data Subject is located in the European Economic Area, such Data Subject's Personal Data will be processed by Dailybot in the United States of America and may be transferred to other regions. Such transfers will be completed in compliance with the applicable Data Protection Legislation.

b) You understand and agree that you are acting as a Data Controller with respect to all Personal Data you input or upload to the Platform in the course of using the Cloud Services and will observe all applicable Data Protection Legislation with respect to your collection and use of Personal Data.

c) When Dailybot processes Personal Data in the course of providing the Cloud Services, Dailybot will: (i) process the Personal Data as a Data Processor or Sub-Processor and/or Service Provider, only for the purpose of providing the Cloud Services in accordance with documented instructions from you; (ii) notify you if, in Dailybot's opinion, your instruction for the processing of Personal Data infringes applicable Data Protection Legislation; (iii) notify you promptly upon receiving an inquiry or complaint from a Supervisory Authority; (iv) implement reasonable technical and organizational measures enabling you to execute Data Subject Requests; (v) implement and maintain appropriate technical and organizational measures to protect the Personal Data; (vi) notify you without undue delay upon becoming aware of any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data; (vii) ensure that Dailybot's personnel who access the Personal Data are subject to confidentiality duties; and (viii) upon termination or expiration of the Agreement, Dailybot will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data within 30 days of termination, Dailybot will provide you with a copy of such Personal Data in its original format.

d) With respect to the Cloud Services, you acknowledge and agree that Dailybot may use sub-processors to process the Personal Data. Dailybot's use of any specific sub-processor will be in compliance with the applicable Data Protection Legislation and must be governed by a contract between Dailybot and sub-processor that requires comparable protections to this Data Processing Addendum. A current list of sub-processors may be found online at https://www.dailybot.com. If you object to the appointment of any sub-processor, you may terminate the Agreement by giving us a 30-day advance written notice specifying the nature of your objection and the name of the sub-processor.

3. Miscellaneous

a) In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

b) For avoidance of doubt and to the extent allowed by applicable law, any and all Dailybot's liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Dailybot may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Dailybot's website, available at https://www.dailybot.com. Your continued use of the Cloud Services after the amended Addendum is posted constitutes your agreement to, and acceptance of, the amended Addendum.

c) Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum.

d) The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the State of New York, U.S.A., without regard to principles of conflicts of laws. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE NEW YORK COUNTY, STATE OF NEW YORK WITH RESPECT TO ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS ADDENDUM AND WAIVE ALL RIGHTS TO A JURY TRIAL.

For questions about this DPA, contact us at: [email protected]