Data Processing Addendum
This Data Processing Addendum (“DPA”) supplements the Terms of Use (the “Agreement”) entered into by and between Customer, as identified in the Agreement (“Customer”), and Chalk AI, Inc. (“Company”, and together with Customer, the “Parties”). This DPA incorporates the terms of the Agreement. Company may update this DPA from time to time, and will provide reasonable notice of any such updates. Any capitalized terms that are used but not defined in this DPA shall have the meanings set forth in the Agreement.
1. Definitions
1.1 “Authorized Subprocessor” means a third-party entity engaged by Company to process Personal Data in order to provide the Services and that has been approved by Customer in accordance with Section 6.
1.2 “AI Assistant” means the optional, user-initiated AI chat feature made available through the Company-hosted administrative control plane, which a Customer administrator may elect to enable for Customer’s account.
1.3 “LLM Subprocessor” means an Authorized Subprocessor that is a third-party large language model or generative artificial intelligence provider engaged by Company to process Prompt Data in connection with the AI Assistant.
1.4 “Prompt Data” means any Personal Data included by Customer or Customer’s authorized users in a prompt submitted to, or returned in an output generated by, the AI Assistant.
1.5 “Company Account Data” means personal data that relates to Company’s relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account.
1.6 “Company Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and similar data.
1.7 “Data Privacy Framework” means, as applicable, EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and/or the Swiss-U.S. Data Privacy Framework.
1.8 “Data Subject” means a natural person whose Personal Data is protected by Privacy Laws. For the avoidance of doubt, “Data Subject” includes the term “Consumer” under Privacy Laws.
1.9 “Data Subject Request” means a request from a Data Subject to exercise their rights over Personal Data afforded pursuant to Privacy Laws.
1.10 “EU SCCs” means standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 10 of this DPA.
1.11 “ex-EEA Transfer” means the transfer of Personal Data subject to the GDPR from the European Economic Area (the “EEA”), to a country where the transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.12 “ex-UK Transfer” means the transfer of Personal Data subject to Chapter V of the UK GDPR from outside the United Kingdom (the “UK”) where such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.13 “Personal Data” means any information provided to Company by or on behalf of Customer in connection with the Services that relates to an identified or identifiable Data Subject and constitutes “personal data,” “personal information,” or equivalent term under Privacy Laws.
1.14 “Privacy Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the processing of Personal Data including, each to the extent applicable: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (ii) the Swiss Federal Act on Data Protection, (iii) the UK Data Protection Act 2018, (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003, and (v) U.S. state comprehensive privacy laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (the “CCPA”); in each case, as updated, amended or replaced from time to time. The terms “affiliates,” “business purpose,” “Controller,” “Personal Data Breach,” “Processor,” “process” or “processing,” “sell,” “share,” or “supervisory authority,” shall have the meanings set forth for those or equivalent terms under Privacy Laws. For the avoidance of doubt, the terms “Controller” and “Processor” include “Business” and “Service Provider,” respectively, as defined in the CCPA.
1.15 “Standard Contractual Clauses” means, as applicable, the EU SCCs and the UK SCCs.
1.16 “UK Addendum” means the template International Data Transfer Addendum issued by the Information Commissioner and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (as may be amended from time to time), as completed by Exhibit D.
1.17 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.
2. Role of the Parties; Description of Processing.
2.1 Except as expressly set forth in this DPA or the Agreement, with respect to Personal Data, Customer is the Controller and Company is a Processor, or to the extent Customer is a Processor to a third-party Controller, Company is a subprocessor.
2.2 Company shall process Personal Data only (i) for purposes set forth in the Agreement, (ii) in a manner consistent with the documented instructions provided by Customer, which shall include the Agreement and this DPA, and (iii) as required by Privacy Laws or a supervisory authority; in such case, Company shall inform Customer of that legal requirement before processing to the extent legally permitted. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects involved, are described in Exhibit A to this DPA.
2.3 AI Assistant. Where Customer deploys the Services in a hybrid configuration, Customer’s production data, including Personal Data, is hosted in a cloud environment that Customer provides and controls, and Company generally has no access to that environment except as necessary to provide live support at Customer’s request. If a Customer administrator elects to enable the AI Assistant, Customer’s authorized users may thereafter submit Prompt Data from Customer’s hosted environment to the Company-hosted control plane and onward to one or more LLM Subprocessors for processing; this is a narrow, user-initiated exception to Company’s general lack of access to Customer’s hosted environment, limited to the data a user chooses to include in a prompt. Where Customer deploys the Services in a Company-hosted configuration, Customer’s data, including any Personal Data, already resides with Company, and the AI Assistant processes Prompt Data drawn from that environment on the same basis as Company’s other processing of such data under this DPA. The AI Assistant is disabled by default and may only be enabled by a Customer administrator; once enabled, it is available to all of Customer’s authorized users. Customer may instead elect to use a “bring your own key” configuration of the AI Assistant, in which case Prompt Data is transmitted directly to an artificial intelligence provider selected and contracted by Customer, and such processing is governed by Customer’s own agreement with that provider and not by this DPA.
3. Customer’s Obligations. Customer 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 Privacy Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Privacy Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Customer shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith. Company shall immediately notify Customer if an instruction, in Company’s opinion, infringes Privacy Laws or an instruction of a supervisory authority.
3.1 If Customer, or any of Customer’s authorized users, enables or uses the AI Assistant, such action constitutes Customer’s documented instruction to Company to process the resulting Prompt Data, including the transfer of Prompt Data to LLM Subprocessors, for the purpose of providing the AI Assistant. Customer is solely responsible for determining which of its personnel may enable the AI Assistant and for the content its authorized users submit in prompts, including ensuring that such content complies with Privacy Laws and the Agreement.
4. Use of Personal Data. Company shall not: (i) sell or share Personal Data; (ii) retain, use, or disclose Personal Data outside of Company’s direct business relationship with Customer or for any purpose other than for a business purpose under the CCPA on behalf of Customer or than as necessary to perform the Services for Customer pursuant to the Agreement, except as otherwise permitted in the Agreement or by Privacy Laws; and (iii) combine Personal Data received from, or on behalf of, Customer with Personal Data that it receives from, or on behalf of, another party or person, except as necessary to provide the Services or as otherwise instructed by Customer.
5. Audit.
5.1 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Privacy Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Privacy Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits. If Customer and Company have entered into Standard Contractual Clauses as described in Section 10 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 5.1.
5.2 To the extent permitted under Privacy Laws, if Customer determines that Company is processing Personal Data in an unauthorized manner, Customer may, taking into account nature of Company’s processing and the nature of the Personal Data processed by Company on behalf of Customer, and upon providing prior written notice, take commercially reasonable and appropriate steps to stop and remediate such unauthorized processing as set forth in this DPA.
6. Authorized Subprocessors.
6.1 Customer acknowledges and agrees that Company may (1) engage its affiliates as well as the Authorized Subprocessors listed in Exhibit B to this DPA 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 pursuant to Section 6.2. By way of this DPA, Customer provides general written authorization to Company to engage subprocessors as necessary to perform the Services.
6.2 A list of Company’s current Authorized Subprocessors (the “List”) is available at https://chalk.ai/legal/subprocessors. Such List may be updated by Company from time to time. Company may provide a mechanism to subscribe to notifications of new Authorized Subprocessors and Customer agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Company within ten (10) days of receipt of the aforementioned notice to Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. If Customer does not object during this period, that third party will be deemed an Authorized Subprocessor. Customer acknowledges that certain subprocessors are essential to providing the Services and that objecting to the use of a subprocessor may prevent Company from offering the Services to Customer.
6.3 LLM Subprocessors are Authorized Subprocessors and are subject to this Section 6 in the same manner as any other Authorized Subprocessor, including the List, notice, and objection mechanics described in Section 6.2. For purposes of this Section 6, each of the following constitutes an engagement of a new Authorized Subprocessor requiring notice under Section 6.2: (i) the engagement of a new third party, including an LLM Subprocessor, to process Personal Data; and (ii) a material change in the purpose or scope of processing of Personal Data by an existing Authorized Subprocessor, including where an existing Authorized Subprocessor begins processing Personal Data in connection with the AI Assistant or another optional feature of the Services.
6.4 If Customer reasonably objects to an engagement in accordance with Section 6.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.
6.5 Notwithstanding the foregoing, where Customer’s objection under Section 6.2 relates solely to an Authorized Subprocessor engaged only in connection with an optional feature of the Services, such as the AI Assistant, Company may resolve the objection by disabling that optional feature for Customer, without discontinuing the core Services, in lieu of the discontinuation described in Section 6.4.
6.6 Company will enter into a written agreement with the Authorized Subprocessor imposing on the Authorized Subprocessor data protection obligations comparable to those imposed on Company under this DPA with respect to the protection of Personal Data. In case an Authorized Subprocessor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Subprocessor’s obligations under such agreement.
6.7 If Customer and Company have entered into Standard Contractual Clauses as described in Section 10 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company 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 Subprocessors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Company beforehand, and that such copies will be provided by Company only upon request by Customer.
7. Security of Personal Data.
7.1 Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s obligations in the Agreement. Customer agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under Privacy Laws and this DPA, the Agreement, or the provision of Services to Customer.
7.2 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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data, as described in Exhibit C.
8. AI Assistant Commitments.
8.1 Company will not use Personal Data processed through the AI Assistant to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, whether Company’s own or that of any LLM Subprocessor, without Customer’s prior written consent. Company’s agreements with LLM Subprocessors impose on each LLM Subprocessor restrictions on the use of Personal Data for model training that are at least as protective as those in this Section.
8.2 Company has contracted with each LLM Subprocessor on terms providing that the LLM Subprocessor will not retain Prompt Data beyond the time necessary to generate and return the relevant output (zero data retention), except as otherwise disclosed to Customer. Company may itself store and log Prompt Data and the corresponding outputs in order to operate, support, and troubleshoot the AI Assistant, subject to the data minimization, retention, and security requirements otherwise applicable to Personal Data under this DPA.
8.3 The AI Assistant is disabled by default and may be enabled only by a Customer administrator. Company will maintain a current description of the AI Assistant’s processing, including the identity of any LLM Subprocessor, as part of the subprocessor list referenced in Section 6.2 or as otherwise made available to Customer upon request.
9. Personal Data Breach.
9.1 In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such Personal Data Breach, to the extent that remediation is within Company’s reasonable control.
9.2 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under Privacy Laws with respect to notifying (i) the relevant supervisory authority or regulatory agency and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
9.3 The obligations described in Sections 9.1 and 9.2 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 9.1 and 9.2 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
10. Transfers of Personal Data.
10.1 The parties agree that Company may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Personal Data to the United States is necessary for the provision of the Services to Customer. If Company transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Privacy Laws.
10.2 Ex-EEA Transfers. The Parties agree that ex-EEA Transfers shall either be made pursuant to (i) the Data Privacy Framework to the extent the recipient of the ex-EEA Transfer is certified accordingly, or (ii) the EU SCCs, which are deemed entered into (and incorporated herein by reference) and completed as follows:
10.2.1 Module Two (Controller to Processor) of the EU SCCs applies when Customer is a controller and Company is a processor of Personal Data in accordance with Section 2 of this DPA.
10.3 For each module, where applicable the following applies:
10.3.1 The optional docking clause in Clause 7 does not apply.
10.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of subprocessor changes shall be as set forth in Section 6.2 of this DPA.
10.3.3 In Clause 11, the optional language does not apply.
10.3.4 All square brackets in Clause 13 are hereby removed.
10.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by Irish law.
10.3.6 In Clause 18(b), disputes will be resolved before the courts of Ireland.
10.3.7 Exhibit B to this DPA contains the information required in Annex I of the EU SCCs.
10.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs,
10.3.9 By entering into this DPA, the Parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
10.4 Ex-UK Transfers. The Parties agree that ex-UK Transfers shall either be made pursuant to (i) the Data Privacy Framework to the extent that the recipient of the ex-UK Transfer is certified accordingly, or (ii) the UK SCCs, which are deemed entered into and incorporated herein by reference. The UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
10.5 Supplementary Measures. In respect of any transfer of Personal data made pursuant to the Standard Contractual Clauses, the following supplementary measures shall apply:
10.5.1 As of the date of this DPA, Company has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) such Personal Data (“Government Agency Requests”).
10.5.2 If Company receives a Government Agency Request, Company shall attempt to redirect the government agency to Customer. As part of this effort, Company may provide Customer’s basic contact information to the government agency. If Company is compelled to disclose Personal Data, to the extent legally permitted, Company shall notify Customer of the demand and reasonably cooperate to allow Customer to seek a protective order or other appropriate remedy. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. The Parties shall determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of such a Government Agency Request.
10.5.3 The Parties will confer as appropriate to consider whether: (i) the protection afforded by the laws of the country of Company to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, as applicable; (ii) additional measures are reasonably necessary for the transfer to comply with Privacy Laws; and (iii) it is still appropriate for Personal Data to be transferred to the relevant Company, taking into account all relevant information available, including guidance by supervisory authorities, to the Parties.
10.5.4 If either (i) any of the means of legitimizing a transfer cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, the Parties agree to amend the means of legitimizing transfers in accordance with Privacy Laws. To the extent necessary to ensure the enforceability of the Standard Contractual Clauses, the Parties shall execute the Standard Contractual Clauses as a separate agreement.
10.5.5 For the avoidance of doubt, any ex-EEA Transfer or ex-UK Transfer of Personal Data to an LLM Subprocessor is subject to the Standard Contractual Clauses on the same basis as a transfer to any other Authorized Subprocessor under this Section 9.
11. Data Protection Assessments. Taking into account the nature of Company’s processing and the information available to Company, Company shall reasonably cooperate with Customer to conduct any data protection or privacy impact assessments as required by Privacy Laws, including by providing Customer with information and documents necessary for such assessments that Customer cannot otherwise obtain without Company’s assistance. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company. Notwithstanding the foregoing, Customer and Company each remain responsible only for the measures respectively allocated to them under Privacy Laws pertaining to any such assessment.
12. Data Subject Request.
12.1 Company shall, to the extent permitted by Privacy Laws, notify Customer upon receipt of a Data Subject Request. If Company receives a Data Subject Request in relation to Personal Data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
12.2 Company shall, at the request of Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
13. Return or Destruction of Personal Data. Upon the termination or expiration of the Agreement, at Customer’s choice, Company shall return or delete Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 10 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.
14. Company’s Role as a Controller. The parties acknowledge and agree that with respect to Company Account Data and Company Usage Data, Company is an independent controller, not a joint controller with Customer. Company will process Company Account Data and Company Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Privacy Laws and in accordance with this DPA and the Agreement. Company may also process Company Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Privacy Laws. For clarity, Company Usage Data includes metadata regarding use of the AI Assistant, such as whether the feature has been enabled and aggregate usage volumes, but does not include the content of Prompt Data, which Company processes as a Processor in accordance with Section 2 of this DPA. Company’s processing of Company Account Data and Company Usage Data as an independent controller is governed by this Section 14, the Agreement, and applicable Privacy Laws. Company’s privacy policy for Individual Customers does not govern Company’s processing of such data in connection with Customer’s business account. Company shall limit its collection and processing of Company Account Data and Company Usage Data to what is reasonably necessary for the purposes described in this Section 14 and shall maintain appropriate technical and organizational measures to protect such data. Company may disclose such data to service providers assisting with those purposes and as reasonably necessary to comply with applicable law, protect rights and security, or complete a merger, acquisition, or other business transfer, in each case subject to applicable Privacy Laws.
Company shall retain Company Account Data and Company Usage Data only for as long as reasonably necessary for the purposes described in this Section 14, including to administer Customer’s account, provide and maintain the Services, maintain necessary business records, comply with legal obligations, resolve disputes, and enforce the Agreement. In determining the applicable retention period, Company shall consider the nature and sensitivity of the data, the purposes of processing, and applicable legal requirements. When retention is no longer reasonably necessary, Company shall delete or irreversibly de-identify the data.
Individuals may contact Company at support@chalk.ai to request information about Company’s processing of their Company Account Data or Company Usage Data or to exercise rights available under applicable Privacy Laws. Company shall respond to such requests as required by applicable Privacy Laws. Requests relating to Personal Data that Company processes on Customer’s behalf remain subject to Section 12.
Exhibit A
Details of Processing
Nature and Purpose of Processing: Company will process Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes cleaning, processing, and transforming data to enable data scientists and machine learning engineers to process and serve data, and, where Customer enables the AI Assistant, processing Prompt Data to generate responses to Customer’s authorized users through the AI Assistant, and includes, without limitation:
Receiving data, including collection, accessing, retrieval, recording, and data entry
Holding data, including storage, organization and structuring
Using data, including analysis, consultation, testing, automated decision making and profiling
Updating data, including correcting, adaptation, alteration, alignment and combination
Protecting data, including restricting, encrypting, and security testing
Sharing data, including disclosure, dissemination, allowing access or otherwise making available
Returning data to the data exporter or data subject
Erasing data, including destruction and deletion
Other (please provide details of other types of processing).
Duration of Processing: Company shall process Personal Data on Customer’s behalf for the duration of the Agreement and thereafter only as necessary to return or delete such Personal Data in accordance with Section 13, or as otherwise required or authorized by applicable law. Company Account Data and Company Usage Data processed by Company as an independent controller shall be processed and retained in accordance with Section 14. Where Customer enables the AI Assistant, the applicable LLM Subprocessor shall process and retain Prompt Data as provided in Section 8.2, and Company may store and log Prompt Data and corresponding outputs as provided in that Section, subject to Section 13.
Categories of Data Subjects: Customer end-users/customers and/or Customer employees
Categories of Personal Data: Company processes Personal Data contained in Company Account Data, Company Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, location, email address, phone number, address, occupation, and title. Where Customer enables the AI Assistant, Categories of Personal Data also include Prompt Data, which may include any category of Personal Data that Customer’s authorized users choose to include in a prompt.
Sensitive Data or Special Categories of Data: None
Exhibit B
The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.
1. The Parties
Data exporter(s):
Name: Customer
Address: as designated within the Customer’s account
Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the effective date of the Agreement.
Role (controller/processor): As provided in Section 2 of this DPA
Data importer(s):
Name: Chalk AI, Inc.
Address: 55 Stockton Street, Unit 400, San Francisco, CA 94108
Contact person’s name, position and contact details: Marc Freed-Finnegan, Co-Founder/CEO, marc@chalk.ai
Activities relevant to the data transferred under these Clauses: The performance of the Services, as contemplated in the Agreement.
Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the effective date of the Agreement.
Role (controller/processor): As provided in Section 2 of the DPA.
2. Description of the Transfer
Data Subjects | As described in Exhibit A of the DPA |
Categories of Personal Data | As described in Exhibit A of the DPA |
Special Category Personal Data (if applicable) | As described in Exhibit A of the DPA |
Nature of the Processing | As described in Exhibit A of the DPA |
Purposes of Processing | As described in Exhibit A of the DPA |
Duration of Processing and Retention (or the criteria to determine such period) | As described in Exhibit A of the DPA |
Frequency of the transfer | As necessary to perform all obligations and rights with respect to Personal Data as provided in the Agreement |
Recipients of Personal Data Transferred to the Data Importer | Company will maintain and provide a list of its Subprocessors upon request. |
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Office.
4. List of Authorized Subprocessors. LLM Subprocessors engaged in connection with the AI Assistant, and any update to the purpose description of an existing Authorized Subprocessor that begins processing Personal Data in connection with the AI Assistant or another optional feature, will be reflected on the list below.
https://chalk.ai/legal/subprocessors
Exhibit C
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Appendix II of the UK Addendum.
Technical and Organizational Security Measure | Details |
Measures of pseudonymisation and encryption of personal data | Company uses encryption mechanisms to protect Customer data. Company makes use of GCP and AWS services to manage encryption of data at rest and in transit. Data at rest is encrypted using AES 256-bit encryption. Data in transit is protected using TLS v1.2 or higher, and Company requires modern cipher suites for all connections. Prompt Data transmitted between the Company-hosted control plane and LLM Subprocessors is encrypted in transit using TLS v1.2 or higher and, where logged by Company, encrypted at rest on the same basis as other Personal Data. |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Company follows a documented Incident Response Plan aligned with the SANS Incident Handlers Handbook, including steps for initiating the response plan, escalation to relevant leadership stakeholders, triage, investigation, analysis, mitigation, restoration, and post-mortem. Company's engineering team proactively monitors for potential security issues and takes all reports of security-related issues seriously. A 24x7x365 on-call rotation is available for Customer to report security incidents, and Company will notify impacted Customer of any security issues in a timely fashion. |
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Company performs daily automated backups of systems that hold Customer data. |
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing | Company's security controls are certified via a SOC 2 Type 2 assessment. Company undergoes annual penetration testing conducted by a third party. |
Measures for user identification and authorization | Company controls access to internal tools, external SaaS, and production infrastructure using centrally-configured SSO. Company uses Google Identity for SSO, and wherever feasible, access to systems is associated with Google Identity accounts, which is configured to require multi-factor authentication. Access to the AI Assistant feature within the Company-hosted control plane, and to any logged Prompt Data, is restricted to authenticated and authorized Customer users and a limited set of Company personnel on a least-privilege basis. |
Measures for the protection of data during transmission | Company makes use of GCP and AWS services to manage encryption of data in transit. Data in transit is protected using TLS v1.2 or higher, and Company requires modern cipher suites for all connections. |
Measures for the protection of data during storage | Company makes use of GCP and AWS services to manage encryption of data at rest. Data at rest is encrypted using AES 256-bit encryption. |
Measures for ensuring physical security of locations at which personal data are processed | Company monitors all entrances to Company offices and facilities with video surveillance and uses badge readers for physical access to office space. No personal data is stored onsite at Company offices. |
Measures for ensuring events logging | Company invests heavily in extensive monitoring, observability, and alerting for production environments, including use of Datadog's SIEM solution. Company relies on AWS and GCP's audit logging capabilities to keep a record of all production access grants, including access that would allow an employee to view Customer data. Administrative activity in AWS and GCP is logged and retained immutably. Alerts are configured for important production systems and functionality, with critical alerts actioned immediately via Company's 24x7x365 on-call rotation. |
Measures for ensuring system configuration, including default configuration | Company maintains a formal Vulnerability and Patch Management program that leverages automated scanning, monitoring, and remediation workflows to identify and address security risks across applications, operating systems, and infrastructure, with critical vulnerabilities prioritized and remediated in accordance with defined SLAs. Company also maintains a documented Change Management Policy governing modifications to systems, applications, and infrastructure: proposed changes are reviewed for potential impact on the confidentiality, integrity, and availability of data, and must undergo peer review, testing, and approval before deployment into production, with all changes logged and version-controlled for auditability. Company maintains a layered network security architecture, including firewalls, VPNs, and intrusion detection/prevention systems, with production environments segmented from corporate and development networks and firewalls restricting unnecessary traffic. |
Measures for internal IT and IT security governance and management | Company adheres to a program that protects the confidentiality, integrity, and availability of data. Company has developed information security policies, updated at least annually, to enforce best practices across access control, risk management, change management, incident response, and other critical areas. |
Measures for certification/assurance of processes and products | Company's security controls are certified via a SOC 2 Type 2 assessment. |
Measures for ensuring data minimisation | Company uses separate AWS accounts and GCP projects for segregated environments and strictly controls IAM access to environments using the principle of least privilege. |
Measures for ensuring data quality | Company is responsible for correcting, deleting, or otherwise updating and maintaining the integrity of Personal Data in Company's possession, custody, or control, in each case solely to the extent directed by Customer. To the extent that Company becomes aware of inaccuracies, errors, or other quality issues in Personal Data, Company will promptly notify Customer. |
Measures for ensuring limited data retention | Company maintains explicit policies for data retention and deletion. Company retains Customer data for as long as needed to satisfy its contractual obligations to Customer, or as otherwise required by applicable regulatory frameworks. |
Measures for ensuring accountability | Company maintains a Security Awareness program as part of employee onboarding and an annual review cadence, which all Company employees are required to complete to ensure awareness of applicable policies and procedures. Company developers are educated on the OWASP Top 10 and other secure coding concepts. |
Measures for allowing data portability and ensuring erasure | Upon Customer's request, Company will provide Personal Data it processes on Customer's behalf in a structured, commonly used, electronic and machine-readable format to facilitate data portability. Upon termination or expiration of the Agreement, or upon Customer's request, Company will, within a reasonable period, either return a complete copy of Personal Data to Customer by secure file transfer or securely delete and procure the deletion of all copies of Personal Data processed by Company or any Authorized Subprocessor, except to the extent retention is required by applicable law, and will confirm completion of such deletion to Customer in writing upon request. |
Technical and organizational measures of subprocessors | Company evaluates third-party subprocessors and vendors according to a risk-based framework, assessing vendor privacy, security, and confidentiality processes, and reviews vendors on a yearly cadence considering factors such as the sensitivity of data stored, criticality of the dependence on the service, and the vendor's reputation. Before onboarding an LLM Subprocessor, Company assesses the provider's security, data handling, data retention, and model-training practices, and requires contractual commitments consistent with the AI Assistant Commitments described in this DPA. Prompt Data and associated logs are logically isolated from other Company systems and access-restricted as described in this Exhibit C. |
Exhibit D
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
Part 1: Tables
Table 1: Parties
Start Date | This UK Addendum shall have the same effective date as the DPA | |
The Parties | Exporter | Importer |
Parties’ Details | See Exhibit B of this DPA | Chalk AI, Inc. |
Key Contact | See Exhibit B of this DPA | See Exhibit B of this DPA |
Table 2: Selected SCCs, Modules and Selected Clauses
EU SCCs | The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Sections 9.2 and 9.3 of the DPA. |
Table 3: Appendix Information
Annex 1A: List of Parties | As per Table 1 above |
Annex 1B: Description of Transfer | See Exhibit B of this DPA |
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: | See Exhibit C of this DPA |
Annex III: List of Sub processors (Modules 2 and 3 only): | See Exhibit B of this DPA |
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
Ending this UK Addendum when the Approved UK Addendum changes | ☐ Importer ☐ Exporter ☒ Neither Party |
Part 2: Mandatory Clauses
The Mandatory Clauses of the UK Addendum are incorporated herein by reference.