Terms of Service
Indications for Use
Us2.v1 software is used to process acquired transthoracic cardiac ultrasound images, to analyse and make measurements on images in order to provide automated estimation of several cardiac structural and functional parameters. The data produced by this software is intended to be used to support qualified cardiologists, sonographers, or other licensed professional healthcare practitioners for clinical decision-making. Us2.v1 is indicated for use in adult patients. Us2.v1 has not been validated for the assessment of congenital heart disease, valve disease, pericardial disease, and/or intra-cardiac lesions (e.g. tumours, thrombi).
Please note the following limitations:
- Poor image capture will lead to poor annotations and subsequent measurements. Multiple image quality algorithms are used to filter out images of poor quality.
- Our software complements good patient care and does not exempt the userfrom the responsibility to provide supervision, clinically review the patient, and make appropriate clinical decisions.
- If no gender is present, female referenced guideline values will be used for conclusions.
- If Body Surface Area (BSA) is not present, indexed values cannot be provided.
- Normal reference values vary with age, sex, and ethnicity. In case of doubt always refer back to the appropriate cardiac society's guidelines.
- During image acquisition, inappropriate use of the echo machine, use of non-cardiac ultrasound probes, use of suboptimal settings (e.g. gain, contrast, depth), or lack of EKG capture may lead to lower accuracy of the software.
- Presence of any of the non-validated conditions (congenital heart disease, valve disease, pericardial effusion, and/or intra-cardiac lesions, e.g. tumours, thrombi) may influence measurement accuracy.
This software was manufactured in 2021 by US2.ai
2 College Road, 02-00
Authorized rep: Yoran Hummel
Terms of Service
This is a contract between you and Us2.ai. You must read and agree to these terms before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Us2.ai, and only in compliance with this Agreement and all applicable local, state, national , and international laws, rules and regulations. The Services are not available to any Users previously banned from the Services by Us2.ai.
Will these terms ever change?
We are constantly improving our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice in the Us2.ai app on https://app.Us2.ai, and/or by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Who We Are
Who we are. Eko.ai Pte. Ltd. (doing business as Us2.ai) is the Controller (for the purposes of the GDPR) of your Personal Data. Our address is 2 College Road, 02-00, 169850 Singapore
Our EU Representative
As we do not have an establishment in the European Union ("EU"), we have
appointed a representative based in the Netherlands, who you may address if you are located in the EU to raise any issues or queries you may have relating to our processing of your Personal Data and/or this Privacy & Cookies Policy more generally. Our EU representative is: Us2.ai located at Groningen Martini, Paterswoldseweg 806, Groningen9728 BM. Our EU representative can be contacted by emailing [email protected].
You acknowledge that, in the course of your relationship with Us2.ai and in using the Services, you may obtain information relating to the Services and/or Us2.ai (“Proprietary Information”). Such Proprietary Information shall belong solely to Us2.ai and includes, but is not limited to, the features and mode of operation of the Services, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data.
In regard to this Proprietary Information:
(a). You shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Us2.ai unless such Proprietary Information becomes generally publicly available without your breach of this Agreement.
(b). You agree to take reasonable measures to maintain the Proprietary Information and Services in confidence. You may, at your discretion, provide feedback to Us2.ai with respect the Services (“Feedback”). Feedback may include, without limitation, new feature suggestions or errors or difficulties discovered in the Services and the characteristic conditions and symptoms of the errors and difficulties. Us2.ai shall own all right, title, and interest in the Feedback and you shall and hereby do make all assignments necessary to accomplish the same.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at [email protected].
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including Us2.ai);
- Violates any law or regulation, including, without limitation, any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your Us2.ai account or anyone else’s (such as allowing someone else to log in to the Services as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs any form of auto-responder or “spam” on the Services, or any processes that run or
- are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Service’s infrastructure).
Content (through use of manual or automated means);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
No Professional Advice
If the Services provide professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained within the Services. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Us2.ai’s) rights.
You understand that Us2.ai owns the Services and “Us2.ai” (the “Trademark”) is a registered trademark of Us2.ai. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services and Trademark.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Will the Services Change?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
What else do I need to know?
a. Warranty Disclaimer
Neither Us2.ai nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We will not be responsible or liable for the uptime or reliability of the Services. THE SERVICES AND CONTENT ARE PROVIDED BY Us2.ai (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
b. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR
OTHERWISE) SHALL Us2.ai (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO Us2.ai IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Us2.ai, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Us2.ai’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Ideally, if you have any concerns or complaint against Us2.ai, we would like to resolve the issue without resorting to formal court or arbitration proceedings. Therefore, before filing a claim against Us2.ai, you agree to try to resolve the dispute informally by contacting [email protected] Us2.ai will attempt to resolve the dispute informally (and will contact you via email). If a dispute is not resolved within 30 days of submission, you may bring a formal proceeding
f. Choice of Law; Arbitration
These Terms are governed by and will be construed under the laws of the Singapore, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms, that is not solved via the dispute mechanisms above, shall be finally settled in Singapore, in English. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Singapore. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND EKO.AI PTE. LTD. ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Thank you for using Us2.ai! We take your privacy extremely seriously and would like to describe how we collect, use and protect your information when you access our website(s), products, services and applications (collectively, the “Services”).
We do not knowingly collect or solicit personal information from anyone under the age of 16. If you are under 16, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at [email protected]
What information does Us2.ai collect?
Personal Information You Provide to Us
We receive and store any information you knowingly provide to us. When you create a new account to use the Services we will solicit access to your email, address and billing information. We collect Personal Information you submit to us, so that we may communicate with you, for example by calling you at the phone number you provide, sending you promotional email offers, or emailing you about your use of the Services. Also, we may receive a confirmation when you open an email from us. This confirmation helps enhance our engagement with you and generally improve our Services. If you do not want to receive communications from us, please indicate your preference by sending an email to [email protected].
Patient Data You Provide to Us
We receive and store any patient information you knowingly provide to us. You have the option of uploading and processing both anonymized and non-anonymized data using our Services. On the Settings page of https://app.Us2.ai you can choose to opt in or out of allowing our algorithms to continuously learn and improve on the non-personally identifiable data uploaded, in order to improve the accuracy and functionality of the Services.
Information Collected Automatically
Whenever you interact with our Services, we automatically receive and record information on our server logs from your browser or device, which may include your IP address, “cookie” information, the type of browser and/or device you’re using to access our Services, and the page or feature you requested. “Cookies” are identifiers we transfer to your browser or device that allow us to recognize your browser or device and tell us how and when pages and features in our Services are visited and by how many people. You may be able to change the preferences on your browser or device to prevent or limit your device’s acceptance of cookies, but this may prevent you from taking advantage of some of our features. We may use this data to customize content for you that we think you might like, based on your usage patterns, and generally to improve the Services.
Third Party Analytics Services
We use third party analytics services in order to better understand user engagement with the Services. When a user browses or uses the Services, these third party analytics services may collect the user’s IP address, browser type, and approximate location (based on the IP address). They may also use web logs or web beacons and may set and access cookies on your computer or other device. In order to refine our understanding of user engagement, we provide these services with a user’s name and email address (which we collected as part of the user’s account registration process).
Does Us2.ai share information?
We neither rent nor sell your Personal Information nor your Patient Data to anyone. However, we may share your data with third parties as described in this section:
Research consortia: Should you opt in to allow our algorithms to continuously learn and improve on the non-personally identifiable data uploaded, your data may be anonymized and access provided to research consortia in order to improve the accuracy and functionality of the Services.
Agents and vendors: We employ other companies and people to perform tasks on our behalf and need to share your information with them, including in some cases the Personal Information you have provided to us, in order to make the Services available to you. For example, we may use third party hosting providers or software developers to help implement and maintain the Services. However, our agents do not have any right to use Personal Information beyond what is necessary to assist us.
Business Transfers: If we are involved in a reorganization, merger, acquisition or sale of our assets, your information may be transferred as part of that deal. We will notify you (for example, via a message to the email address associated with your account) of any such deal and outline your choices in that event.
Is personal information about me secure?
We will use very diligent efforts to protect the privacy of your account and other Personal Information we hold in our records, but unfortunately, we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.
Us2.ai can be effectively deployed within a HIPAA-compliant environment. We have implemented reasonable and accurate safeguards around your electronic Protected Health Information (ePHI), including the specific safeguards of the HIPAA Security Rule. We implement all types of controls - administrative, physical, and technical - against all types of risks - natural, environmental, and technical.
Transfer of Data
We currently use datacenter facilities located in the United States, EU and Asia to maintain data in your regional location. Some personal information will be stored and processed in Singapore or other countries for the maintenance of the Services or where we decide to maintain datacenter facilities in the future. By using the Services, you consent to the transfer of information outside of your country, even if your country has more rigorous data protection standards. For any Personal Information that may be transferred from the European Economic Area, please see the EU Residents section.
What if I have questions about this policy?
If you have any questions or concerns regarding our privacy policies, please don’t hesitate to contact us at [email protected], and we will try to resolve your concerns.
If you are a resident of the European Union (“EU”), United Kingdom, Lichtenstein, Norway, or Iceland, you may have additional rights under the EU General Data Protection Regulation (the “GDPR”) with respect to your Personal Data, as outlined below.
For this GDPR Privacy Notice, we use the terms “Personal Data” and “processing” as they are defined in the GDPR, but “Personal Data” generallymeans information that can be used to individually identify a person, and “processing” generally covers actions that can be performed in connection with data such as collection, use, storage and disclosure. Eko.ai Pte. Ltd. (“Us2.ai”) will be the controller of your Personal Data processed in connection with the Services.
Note that we may also process Personal Data of our customers’ end users or employees in connection with our provision of Services to customers, in which case we are the processor of Personal Data. If we are the processor of your Personal Data (i.e., not the controller), please contact the controller party in the first instance to address your rights with respect to such data.
What Personal Data Do We Collect From You?
We collect Personal Data about you when you provide such information directly to us, when third parties such as our business partners or service providers provide us with Personal Data about you, or when Personal Data about you is automatically collected in connection with your use of our Services.
- Personal Contact Details: Full Name, Address, E-mail Address, Phone Number
- Purpose for Prospects: We process this type of Personal Data in order to sell and market our Services to potential customers who have requested demonstrations of our Services.
- Legal Grounds: We process this type of Personal Data based on the consent you expressly grant to us at the time we collect such Personal Data.
- Purpose for Customers: We process this type of Personal Data in order to create an account for you and to provide you our Services.
- Legal Grounds: We process this type of Personal Data for our legitimate interests in providing the Services and associated support.
- Purpose for Prospects: We process this type of Personal Data in order to sell and market our Services to potential customers who have requested demonstrations of our Services.
- Patient Data You Provide to Us: Patient images and personal information
- Purpose: We process this type of Personal Data in order to provide you our Services.
- Legal grounds: We process this type of Personal Data for our legitimate interests in providing the Services continuously training algorithms in order to improve the accuracy and functionality of the Services.
- Purpose: We process this type of Personal Data in order to provide you our Services.
- Other Personal Details: Type of Browser, page and/or feature selection, certain cookie information, Device type, IP Address and associated Location Data
- Purpose: We process this type of Personal Data in order to provide you our Services.
- Legal Grounds: We process this type of Personal Data for our legitimate interests in providing the Services and performing web analytics to improve the Services and understand how our customers interact with the Services.
- Purpose: We process this type of Personal Data in order to provide you our Services.
How and With Whom Do We Share Your Data?
We also share Personal Data when we believe it is necessary to:
- Comply with applicable law or respond to valid legal process, including from law enforcement or other government agencies
- Maintain the security of our products and services
If we choose to buy or sell assets, user information is typically one of the transferred business assets. Moreover, if we, or substantially all of our assets, were acquired, or if we go out of business or enter bankruptcy, user information would be one of the assets that is transferred or acquired by a third party, and we would share Personal Data with the party that is acquiring our assets. You acknowledge that such transfers may occur, and that any acquirer of us or our assets may continue to use your Personal Information as set forth in this policy.
How Long Do We Retain Your Personal Data For?
We retain Personal Data about you for as long as you have an open account with us and for 3 years after you close your account. In some cases we retain Personal Data for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or is otherwise permitted or required by applicable law, rule or regulation. Afterwards, we retain some information in a depersonalized or aggregated form but not in a way that would identify you personally. However, user signup data (your name, your email address, and the fact that you were an Us2.ai user) may be retained in third-party analytics services beyond closure of your account, unless you request that your data be deleted.
Whenever you interact with our Services, we automatically receive and record information on our server logs from your browser or device which may include “cookie” information. “Cookies” are identifiers we transfer to your browser or device that allow us to recognize your browser or device and tell us how and when pages and features in our Services are visited and by how many people.
What Security Measures Do We Use?
We seek to protect Personal Data using appropriate technical and organizational measures based on the type of Personal Data and applicable processing activity. For example, Us2.ai is continuously implementing and updating administrative, technical, and physical security measures to help protect your information against unauthorized access, loss, destruction or alteration. Some of the safeguards we use to protect Personal Data are firewalls, data encryption, and information access controls.
What Rights Do You Have Regarding Your Personal Data
You have certain rights with respect to your Personal Data, including those set forth below. For more information about these rights, or to submit a request, please email [email protected] Please note that in some circumstances, we may not be able to fully comply with your request, such as if it is frivolous or extremely impractical, if it jeopardizes the rights of others, or if it is not required by law, but in those circumstances, we will still respond to notify you of such a decision. In some cases, we may also need to you to provide us with additional information, which may include Personal Data, if necessary to verify your identity and the nature of your request.
- Access: You can request more information about the Personal Data we hold about you and request a copy of such Personal Data. You can also access certain of your Personal Data by accessing your account settings.
- Rectification: If you believe that any Personal Data we are holding about you is incorrect or incomplete, you can request that we correct or supplement such data. You can also correct some of this information directly by accessing your account settings.
- Erasure: You can request that we erase some or all of your Personal Data from our systems.
- Withdrawal of Consent: If we are processing your Personal Data based on your consent (as indicated at the time of collection of such data), you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have to then provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Data, if such use or disclosure is necessary to enable you to utilize some or all of our Services.
- Portability: You can ask for a copy of your Personal Data in a machine-readable format. You can also request that we transmit the data to another controller where technically feasible.
- Objection: You can contact us to let us know that you object to the further use or disclosure of your Personal Data for certain purposes.
- Restriction of Processing: You can ask us to restrict further processing of your Personal Data.
- Right to File Complaint: You have the right to lodge a complaint about Us2.ai’s practices with respect to your Personal Data with the supervisory authority of your country or EU Member State.
Transfers of Personal Data
The Services are hosted and operated in the US, EU and Asia through Us2.ai and its service providers. If you do not reside in the region where your data is hosted and operated, the applicable laws may be different from those where you reside. By using the Services, you acknowledge that any Personal Data about you, regardless of whether provided by you or obtained from a third party, is being provided to Us2.ai in Singapore and we will use best efforts to host the data on servers closes to where you reside for both performance and data protection reasons. You authorize Us2.ai to transfer, store and process your information to meet the requirements of the Services, which may be in the U.S., EU, Singapore or possibly other countries.
What If You Have Questions About Your Personal Data?
If you have any questions about this GDPR Privacy Notice or our data practices generally, please contact us using the following information:
Name, physical address and contact info of Designated Representative:
Head of IT Operations
2 College Road, 02-00, 169850 Singapore
Us2.ai has authorized the subprocessors on this list to process personal data so we can provide Us2.ai’s product and services. Prior to engaging with any subprocessor, Us2.ai performs due diligence to evaluate their privacy and security practices:
Amazon Web Services
Google G Suite
Us2.ai may collect non-personally identifiable information regarding your usage of the Services, including the pages and time spent using certain features of the app, demographic data such as server locations, connection speed, and other information that does not identify you.
What are cookies?
When you visit the Services, we may send one or more "cookies" – small data files – to your
computer to uniquely identify your browser and let Us2.ai help you log in faster and enhance your navigation through the app. A cookie may convey anonymous information about how you browse the Services to us so we can provide you with a more personalized experience, but does not collect personal information about you.
A persistent cookie remains on your computer after you close your browser so that it can be used by your browser on subsequent visits to the Service. Persistent cookies can be removed by following your web browser's directions. A session cookie is temporary and disappears after you close your browser.
What cookies do we use?
Our app uses the following types of cookies for the purposes set out below:
These cookies are essential to provide you with services available through our app and to enable you to use some of its features. For example, they allow you to log in to secure areas of our app and help the content of the pages you request to load quickly. Without these cookies, the Services that you have asked for cannot be provided, and we only use these cookies to provide you with
These cookies allow our app to remember choices you make when you use our Services, such as remembering your login details and remembering the changes you make to other parts of our Services which you can customize. The purpose of these cookies is to provide you with a more personal experience and to avoid you having to re-enter your preferences every time you visit our Services.
Analytics and Performance Cookies
These cookies are used to collect information about traffic to our app and how users use our app. The information gathered via these cookies does not "directly" identify any individual visitor. However, it may render such visitors "indirectly identifiable". This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access our app.
How can I disable cookies?
You can typically reset your web browser to refuse all cookies or to notify you when a cookie is being sent. In order to do this, follow the instructions provided by your browser (usually located within the "settings", "help" "tools" or "edit" facility). Many browsers are set to accept cookies until you change your settings. If you do not accept our cookies, you may experience some inconvenience in your use of our Services and some features of the Service may not function properly. For example, we may not be able to recognise your computer or mobile device and you may need to log in every time you visit our Services.
Further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.com.
Data Processing Addendum
PLEASE READ THIS EU DATA PROCESSING ADDENDUM (“ADDENDUM”) CAREFULLY BEFORE USING THE WEBSITE, SOFTWARE OR SERVICES OFFERED BY EKO.AI PTE. LTD. (“US2.AI” OR “PROCESSOR”). THIS ADDENDUM SHALL APPLY TO THE EXTENT US2.AI IS A PROCESSOR OF PERSONAL DATA (DEFINED BELOW) THAT IS SUBJECT TO CERTAIN DATA PROTECTION LAWS (DEFINED BELOW). YOU OR THE ENTITY YOU REPRESENT AGREE THAT YOU HAVE READ AND ACCEPT THE TERMS IN THIS ADDENDUM, WHICH SUPPLEMENT US2.AI’S TERMS OF SERVICE (“TERMS OF SERVICE”). IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF AND THE RIGHT TO BIND YOUR EMPLOYER THERETO. IF EITHER YOU OR YOUR EMPLOYER DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS ADDENDUM, YOU HAVE NO RIGHT TO USE US2.AI’S SERVICES AND MUST NAVIGATE AWAY FROM THIS PAGE.
This Addendum (“Addendum”) supplements the Terms of Service whenever any user of Us2.ai’s Services provides Us2.ai with personal data that is or will be subject to Data Protection Laws. THIS ADDENDUM APPLIES ONLY TO THE EXTENT Us2.ai IS A PROCESSOR OF PERSONAL DATA (DEFINED BELOW) THAT IS SUBJECT TO CERTAIN DATA PROTECTION LAWS (DEFINED BELOW). Any terms not defined in this Addendum shall have the meaning set forth in the Terms of Service. In the event of a conflict between the terms and conditions of this Addendum and the Terms of Service, the terms and conditions of this Addendum shall supersede and control.
1.1 “Anonymous Data” means Personal Data that has been processed in such a manner that it can no longer be attributed to an identified or identifiable natural person.
1.2 “Authorized Employee” means an employee of Processor or independent individual contractor under the sole direction of Processor who has a need to know or otherwise access Personal Data to enable Processor to perform their obligations under this Addendum or the Terms of Service.
1.3 “Authorized Individual” means an Authorized Employee or Authorized Subcontractor.
1.4 “Authorized Subcontractor” means a third-party subcontractor, agent, reseller, or auditor who has a need to know or otherwise access Personal Data to enable Processor to perform its obligations under this Addendum or the Terms of Service, and who is either (1) listed in Exhibit B or (2) authorized by Controller to do so under Section 4.2 of this Addendum.
1.5 “Data Subject” means an identified or identifiable person to whom Personal Data relates.
1.6 “Instruction” means a direction, either in writing, in textual form (e.g. by e-mail) or by using a software or online tool, issued by Controller to Processor and directing Processor to Process Personal Data.
1.7 “Personal Data” means any information relating to Data Subject which Processor Processes on behalf of Controller other than Anonymous Data, and includes Sensitive Personal Information.
1.8 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed.
1.9 “Privacy Shield Principles” means the Swiss-U.S. and EU-U.S. Privacy Shield Framework and Principles issued by the U.S. Department of Commerce, both available at https://www.privacyshield.gov/EU-US-Framework.
1.10 “Process” or “Processing” means any operation or set of operations which is performed upon the Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.
1.11 “Sensitive Personal Information” means a Data Subject’s (i) government-issued identification number (including social security number, driver’s license number or state-issued identification number); (ii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; (iii) genetic and biometric data or data concerning health; or (iv) Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, sexual orientation or sexual activity, criminal convictions and offences (including commission of or proceedings for any offense committed or alleged to have been committed), or trade union membership.
1.12 “Services” shall have the meaning set forth in the Terms of Service.
1.13 “Standard Contractual Clauses” means an agreement that may be executed by and between Controller and Processor pursuant to the European Commission’s decision (C(2010)593) of February 5, 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of protection.
1.14 “Supervisory Authority” means an independent public authority which is established by a member state of the European Union, Iceland, Liechtenstein, or Norway.
2. Processing of Data
2.1 The rights and obligations of the Controller with respect to this Processing are described herein. Controller shall, in its use of the Services, at all times Process Personal Data, and provide instructions for the Processing of Personal Data, in compliance with EU Directive 95/46/EC (the “Directive”), and, when effective, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR” and together, “Data Protection Laws”)). Controller shall ensure that its instructions comply with all laws, rules and regulations applicable in relation to the Personal Data, and that the Processing of Personal Data in accordance with Controller’s instructions will not cause Processor to be in breach of the Data Protection Laws. Controller is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Processor by or on behalf of Controller, (ii) the means by which Controller acquired any such Personal Data, and (iii) the instructions it provides to Processor regarding the Processing of such Personal Data. Controller shall not provide or make available to Processor any Personal Data in violation of the Terms of Service or otherwise inappropriate for the nature of the Services, and shall indemnify Processor from all claims and losses in connection therewith.
2.2 Processor shall Process Personal Data only (i) for the purposes set forth in the Terms of Service and/or Exhibit A, (ii) in accordance with the terms and conditions set forth in this Addendum and any other documented instructions provided by Controller, and (iii) in compliance with the Directive, and, when effective, the GDPR. Controller hereby instructs Processor to Process Personal Data in accordance with the foregoing and as part of any Processing initiated by Controller in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this Processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.
2.4 Following completion of the Services, at Controller’s choice via a written letter to the Processor, Processor shall return or delete the Personal Data, except as required to be retained by the laws of the European Union or European Union member states. If Controller and Processor have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the Standard Contractual Clauses shall be provided by Processor to Controller only upon Controller’s request.
3. Authorized Employees
3.1 Processor shall take commercially reasonable steps to ensure the reliability and appropriate training of any Authorized Employee.
3.2 Processor shall ensure that all Authorized Employees are made aware of the confidential nature of Personal Data and have executed confidentiality agreements that prevent them from disclosing or otherwise Processing, both during and after their engagement with Processor, any Personal Data except in accordance with their obligations in connection with the Services.
3.3 Processor shall take commercially reasonable steps to limit access to Personal Data to only Authorized Individuals.
4. Authorized Subcontractors
4.1 Controller acknowledges and agrees that Processor may (1) engage its affiliates and the Authorized Subcontractors listed in Exhibit B to this Addendum to access and Process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the Processing of Personal Data.
4.2 A list of Processor’s current Authorized Subcontractors (the “List”) is available below, which may be updated by Processor from time to time. The List will provide a mechanism to subscribe to notifications of new Authorized Subcontractors and Controller agrees to subscribe to such notifications. At least ten (10) days before enabling any third party other than Authorized Subcontractors to access or participate in the Processing of Personal Data, Processor will add such third party to the List. Controller may object to such an engagement in writing within ten (10) days of receipt of the aforementioned notice by Controller.
4.2.1 If Controller reasonably objects to an engagement in accordance with Section 4.2, Processor shall provide Controller with a written description of commercially reasonable alternative(s), if any, to such engagement, including without limitation modification to the Services. If Processor, in its sole discretion, cannot provide any such alternative(s), or if Controller does not agree to any such alternative(s) if provided, Processor may terminate this Addendum. Termination shall not relieve Controller of any fees owed to Processor under the Terms of Service.
4.2.2 If Controller does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Processor, that third party will be deemed an Authorized Subcontractor for the purposes of this Addendum.
4.3 Processor shall ensure that all Authorized Subcontractors have executed confidentiality agreements that prevent them from disclosing or otherwise Processing, both during and after their engagement by Processor, any Personal Data both during and after their engagement with Processor.
4.4 Processor shall, by way of contract or other legal act under European Union or European Union member state law (including without limitation approved codes of conduct and standard contractual clauses), ensure that every Authorized Subcontractor is subject to obligations regarding the Processing of Personal Data that are no less protective than those to which the Processor is subject under this Addendum.
4.5 Processor shall be liable to Controller for the acts and omissions of Authorized Subcontractors to the same extent that Processor would itself be liable under this Addendum had it conducted such acts or omissions.
4.6 If Controller and Processor have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Controller’s prior written consent to the subcontracting by Processor of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Subcontractors that must be provided by Processor to Controller pursuant to Clause 5(j) of the Standard Contractual Clauses may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Processor beforehand, and that such copies will be provided by the Processor only upon request by Controller.
5. Security of Personal Data
5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of Processing Personal Data.
6. Transfers of Personal Data
6.1 Any transfer of Personal Data made subject to this Addendum from member states of the European Union, Iceland, Liechtenstein, Norway, Switzerland or the United Kingdom to any countries which do not ensure an adequate level of data protection within the meaning of the laws and regulations of these countries shall, to the extent such transfer is subject to such laws and regulations, be undertaken by Processor through one of the following mechanisms: (a) in accordance with the Swiss-U.S. and EU-U.S. Privacy Shield Framework and Principles issued by the U.S. Department of Commerce, both available at https://www.privacyshield.gov/EU-US-Framework (the “Privacy Shield Principles”), or (b) if (a) is unavailable, the Standard Contractual Clauses.
6.2 If transfers are made pursuant to 6.1(a), Processor self-certifies to, and complies with, the Swiss-U.S. and EU-U.S. Privacy Shield Frameworks, as administered by the U.S. Department of Commerce, and shall maintain such self-certification and compliance with respect to the Processing of Personal Data transferred from member states of the European Union, Iceland, Lichtenstein, Norway, or the United Kingdom (the “EEA”) or Switzerland to any countries which do not ensure an adequate level of data protection within the meaning of the laws and regulations of the foregoing countries for the duration of the Addendum.
7. Rights of Data Subjects
7.1 Processor shall, to the extent permitted by law, promptly notify Controller upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, restriction of Processing, erasure, data portability, restriction or cessation of Processing, withdrawal of consent to Processing, and/or objection to being subject to Processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Processor receives a Data Subject Request in relation to Controller’s data, Processor will advise the Data Subject to submit their request to Controller and Controller will be responsible for responding to such request, including, where necessary, by using the functionality of the Services.
7.2 Processor shall, at the request of the Controller, and taking into account the nature of the Processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Controller in complying with Controller’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Controller is itself unable to respond without Processor’s assistance and (ii) Processor is able to do so in accordance with all applicable laws, rules, and regulations. Controller shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Processor.
8. Actions and Access Requests
8.1 Processor shall, taking into account the nature of the Processing and the information available to Processor, provide Controller with reasonable cooperation and assistance where necessary for Controller to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Controller does not otherwise have access to the relevant information. Controller shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Processor.
8.2 Processor shall, taking into account the nature of the Processing and the information available to Processor, provide Controller with reasonable cooperation and assistance with respect to Controller’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Controller shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Processor.
8.3 Processor shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum, and retain such records for a period of three (3) years after the termination of the Terms of Service. By providing a written notice to Processor at Processor’s address (548 Market St PMB 60764, San Francisco, CA 94104-5401), Controller shall have the right to review, audit and copy such records at Processor’s offices during regular business hours.
8.4 Upon Controller’s request, Processor shall, no more than once per calendar year, either (i) make available for Controller’s review copies of certifications or reports demonstrating Processor’s compliance with prevailing data security standards applicable to the Processing of Controller’s Personal Data , or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Controller or its authorized representative, upon reasonable notice and at a mutually agreeable date and time, to conduct an audit or inspection of Processor’s data security infrastructure and procedures that is sufficient to demonstrate Processor’s compliance with its obligations under this Addendum, provided that Controller shall provide reasonable prior notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Processor’s business. Controller shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Processor for any time expended for on-site audits. If Controller and Processor have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with this Section 8.4.
8.5 In the event of a Personal Data Breach, Processor shall, without undue delay, inform Controller of the Personal Data Breach and take such steps as Processor in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Processor’s reasonable control).
8.6 In the event of a Personal Data Breach, Processor shall, taking into account the nature of the Processing and the information available to Processor, provide Controller with reasonable cooperation and assistance necessary for Controller to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
8.7 The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Controller. Processor’s obligation to report or respond to a Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Processor of any fault or liability with respect to the Personal Data Breach.
9. Limitation of Liability
9.1 The total liability of each of Controller and Processor (and their respective employees, directors, officers, affiliates, successors, and assigns), arising out of or related to this Addendum, whether in contract, tort, or other theory of liability, shall not, when taken together in the aggregate, exceed the limitation of liability set forth in the Terms of Service.
Details of Processing
Nature and Purpose of Processing: Provision of Services to Controller pursuant to the Terms of Service.
Duration of Processing: For as long as Processor is providing the Services to Controller pursuant to the Terms of Service.
Categories of Data Subjects: Controller’s end-users and customers; Controller’s employees.
Type of Personal Data: Name, e-mail address, IP Address and associated location ID.
Controller acknowledges and agrees that the following entities shall be deemed Authorized Subcontractors that may Process Personal Data pursuant to this list here.
Standard Contractual Clauses
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in countries which do not ensure an adequate level of data protection for you (the “data exporter”) And Eko.ai Pte. Ltd. (the “data importer”) each a ‘party’; together ‘the parties’, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Exhibit A.
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means Controller and any Controller affiliate;
(c) 'the data importer' means Processor and any Processor affiliate;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1which forms an integral part of the Clauses.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7,Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7,Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to inClause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter,unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity.The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses(#_ftn1). Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become in solvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law.Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.