Terms of Service

Definition

1. Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ access and/or use of the Services, including, without limitation, any usage data or trends with respect to the Services.
2. “Authorized Users” means the employees or contractors of Customer who Customer has designated and authorized to be granted access to the Services.
3. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Coffee in connection with Customer’s access and/or use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Coffee and made available through or in connection with the Services. 
4. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by Coffee to Customer (including any revised versions thereof) relating to the Services, which may be updated from time to time upon notice to Customer.
5. “Coffee IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, the Documentation, and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
6. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
7. “Order Information” means the order information relating to the provision and use of the Services, as set forth in either (i) a mutually executed order form or other mutually agreed upon ordering document which references these Terms; or (ii) an ordering details page or interface  set forth on the Services or otherwise, which is selected or accepted by Customer (whether by agreeing to the pricing on the order details page or interface for the Services, by purchasing Services or otherwise), in each case which sets forth the applicable Services to be provided by Coffee.
8. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
9. “Services” means Coffee’s proprietary software-as-a-service platform (including the AI-Assisted Services, as defined below), and all associated technology, including any associated software development kits and application programming interfaces, in object code format only, which is made available by Coffee to Customer in accordance with the Order Information.

Services; Access and Use.

1. Use of the Services. Subject to the terms and conditions of this Agreement, Coffee hereby grants to Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(c) right to access and use the Services during the Term, solely for Customer’s internal business purposes.  Customer hereby authorizes Coffee and grants Coffee all rights necessary to provide the Services as contemplated under this Agreement.
2. Coffee Materials.  The Services may make available certain content, data, information (including contact information) or other materials collected by Coffee or Third-Party Services (collectively, “Coffee Materials”).  Such materials are proprietary to Coffee or its licensors or providers, and Customer has a limited right to use any Coffee Materials, or portions thereof, for its own internal sales and marketing business use in accordance with applicable laws. Customer is expressly prohibited from using the Coffee Materials for any other purpose. Coffee is not responsible for providing notice to, or obtaining any consents from, individuals to whom Coffee Materials relate. Customer is solely responsible for ensuring that it uses and discloses Coffee Materials in accordance with applicable laws including, but not limited to, marketing laws. Customer acknowledges that Coffee has not obtained any marketing consents on behalf of Customer and that some jurisdictions may require that Customer obtain consent from individuals that Coffee Materials relate to in order for Customer to send marketing communications to such individuals. Customer is solely responsible for ensuring that any marketing communications it sends to individuals comply with applicable laws. Customer will not in any way distribute or re-distribute or otherwise commercialize or sell any Coffee Materials or offer or enable access to such materials or any portion of them as a stand-alone product.  Customer is solely responsible for compliance with all applicable laws regarding its and its Authorized Users’ use of Coffee Materials or portions thereof.  Coffee (or its licensors or providers, as applicable) retain all ownership of the Coffee Materials. Each Party will comply with its obligations applicable to Coffee Materials in the Data Processing Addendum attached hereto as Attachment 1, the terms of which are incorporated herein by reference.
3. Restrictions. You will not, and will ensure your Authorized Users will not, do any of the following:some text
   1. Post, upload, publish, submit or transmit any Customer Materials that: (i) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) are fraudulent, false, misleading or deceptive; (iv) are defamatory, obscene, pornographic, vulgar or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) are violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances;
   2. Use, display, mirror or frame the Services or any individual element within the Services, Coffee’s name, any Coffee trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in a manner outside of the standard and intended functionality of the Services, without Coffee’s express written consent;
   3. Access, tamper with, or use non-public areas of the Services, Coffee’s computer systems, or the technical delivery systems of Coffee’s providers;
   4. Attempt to probe, scan or test the vulnerability of any Coffee system or network or breach any security or authentication measures;
   5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Coffee or any of Coffee’s providers or any other third party (including another user) to protect the Services;
   6. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Coffee or other generally available third-party web browsers;
   7. Send any illegal, unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation in violation of applicable law;
   8. Use any meta tags or other hidden text or metadata utilizing a Coffee trademark, logo URL or product name without Coffee’s express written consent;
   9. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
   10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
   11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
   12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
   13. Collect or store any personally identifiable information from the Services from other users of the Services in violation of applicable law;
   14. Impersonate or misrepresent your affiliation with any person or entity;
   15. use the Services to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services or Coffee;
   16. Violate any applicable law or regulation; or
   17. Encourage or enable any other individual to do any of the foregoing
4. Information Security. Customer will use commercially reasonable efforts and take no less than industry standard precautions to store, collect, transmit, handle and receive all Coffee Materials. Customer will cooperate with Coffee in good faith with respect to any issue, inquiry or incident involving the security of such data to the extent necessary to comply with applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws. 
5. Authorized Users. If you are a company or other legal entity, the Services may only be accessed and used by your Authorized Users for the sole purpose of performing their job functions for you. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. The account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (ii) all uses of the Services resulting from access provided by Coffee, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Coffee may process personal data about Authorized Users (“Account Data”) in accordance with its Privacy Notice available at: www.coffee.ai/privacy. Account Data is not Customer Materials.
6. AI-Assisted Services. As part of the Services, we may provide you with assistance powered by third-party generative AI tools (the “AI-Assisted Services”), as further described at help.coffee.ai. The AI-Assisted Services generate automated responses, suggestions, work product, text, decisions, or other output (“Output”) in response to your textual prompts, data entries, screenshots, interactions with the Services, or other materials and activities designed to influence the in-Services assistance (“Input”).  All Input and Output are, as between the Parties, deemed “Customer Materials.”  
7. Agency Accounts.  The Services may allow you to create an account to act as an agency on behalf of one or more clients.  If you are using the Services as an agent, you acknowledge that: (i) you will be responsible for all acts, omissions and obligations of your clients and/or customers in connection with the Services, these Terms or any Customer Materials (as defined below); and (ii) you will be charged Fees for each client or customer on whose behalf you are using the Services. 
8. Support. Coffee will provide reasonable technical support to Customer by automated chatbot or electronic mail in connection with its use of the Services on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays (“Support Hours”), unless Customer has paid for a service tier with expanded support or has otherwise purchased additional support coverage.  Prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support.  Futher, Customer will reasonably cooperate with Coffee support staff as needed to resolve the issue. Customer may initiate a helpdesk ticket during Support Hours by emailing support@coffee.ai or contacting Customer’s dedicated account manager.

Fees and Payment

1. Fees. Customer will pay Coffee the fees set forth in the applicable Order Information in accordance with the terms therein, or as otherwise set forth on the Services or agreed by the Parties in writing (“Fees”) and without offset or deduction. Except as otherwise mutually agreed in writing in an order form or similar document, Coffee will issue invoices to Customer during the Term at the frequency determined by the Services plan selected by Customer, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. 
2. Payments. Payments due to Coffee under this Agreement must be made in U.S. dollars by credit card, ACH or wire transfer of immediately available funds to an account designated by Coffee or such other payment method mutually agreed by the Parties. If Customer has signed up for automatic billing, Coffee will charge Customer’s selected payment method (such as a credit card, debit card, gift card/code, or other method available in Customer’s home country) for any Fees on the applicable payment date, including any applicable taxes.  If Coffee cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Coffee will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, Coffee may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.  All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Coffee may suspend Services until all payments are made in full. Customer will reimburse Coffee for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Coffee reserves the right to suspend the Services with notice in the event of Customer non-payment of past due invoices.
3. Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Coffee hereunder, other than any taxes imposed on Coffee’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Coffee hereunder, Customer will pay an additional amount, so that Coffee receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

Customer Materials and Data.

1. Ownership. Coffee acknowledges that, as between Customer and Coffee and except as set forth in Section 4(b), Customer owns and retains all right, title and interest in and to all Customer Materials.
2. License. Notwithstanding anything in this Agreement to the contrary, Customer hereby grants to Coffee (a) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display and perform publicly,  and modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Services, and (b) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials solely for related internal operations and functions such as operational analytics and reporting, internal financial reporting and analysis, audit functions, archival, and other internal business purposes.
3. Authority. Customer represents and warrants that (a) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy, or, if Customer is using the Services as an agent, any information or materials of Customer’s clients or customers) as contemplated by this Agreement and (b) Coffee’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
4. Inputs and Outputs. Customer represents and warrants that (i) it has obtained and will continue to have, during the Term, all necessary rights and licenses for the access to and use of the Input as contemplated by this Agreement; and (ii) any use of the Input (whether by Coffee or Customer) in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement between Customer and any third party. Customer hereby grants Coffee the limited right and license to modify Input and Output to provide, maintain, develop, and improve the Services and AI-Assisted Services, to verify general updates and improvements to the Services and AI-Assisted Services, to enforce the Business Terms, and to comply with applicable law. Customer may not: (i) use Output to develop AI or machine learning models that compete with Coffee; (ii) sell Output to any third parties; nor (iii) share Output with any third parties other than Customer’s end users.
5. Data Processing Addendum. Each Party will comply with its applicable obligations under the Data Processing Addendum attached hereto as Attachment 1, the terms of which are incorporated herein by reference.

Confidential Information.

1. Definition. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services will be deemed Confidential Information of Coffee. However, Confidential Information will not include any information or materials that: (i) are at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) are rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. 
2. Obligations. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that we may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. 
3. Terms of Agreement. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

Feedback.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). Customer hereby grants Coffee a perpetual, irrevocable, royalty-free and fully paid up license to use and exploit all Feedback in connection with Coffee’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

Third-Party Websites, Resources, and Services.

1. Third-Party Websites and Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
2. Third-Party Services. Certain features and functionalities within the Services may allow you and your Authorized Users to interface or interact with, share Customer Materials with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Coffee does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you and your Authorized Users use of the Third-Party Services in connection with the Services.

Term and Termination.

1. Term. The term of this Agreement begins on the earlier of the effective date of the initial purchase of Services, and will continue for the Term, as set forth in the applicable Order Information or as otherwise agreed by the Parties.
2. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@coffee.ai. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 3, 4, 5, 6, 8(b), 8(c), 9, 10, 11, 12, and 13.
3. Effect of Termination. Upon expiration or termination of this Agreement: (a) the rights granted pursuant to Section 2(a) will terminate; and (b) Customer will return or destroy, at Coffee’s sole option, all Coffee Confidential Information in its possession or control, including permanent removal of such Coffee Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Coffee’s request, certify in writing to Coffee that the Coffee Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination or entitle Customer to any refund.

Warranty Disclaimers.

1. General. THE SERVICES AND COFFEE MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES OR COFFEE MATERIALS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES OR ANY RESULTS OBTAINED FROM ANY COFFEE MATERIALS. WITHOUT LIMITING THE FOREGOING, COFFEE HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.  
2. AI-Assisted Services Disclaimer. Customer acknowledges that, due to the nature of generative AI, Output may be similar to content and materials generated for other customers and users of the AI-Assisted Services. Such content and materials generated are based on such users’ Inputs and is not considered Output to be owned by Customer. Further, Customer acknowledges that Output may contain information that is false, misleading, inaccurate, or which infringes the intellectual property rights of third parties or other applicable law.  Customer is solely responsible for all use of the Output, including all evaluation of the accuracy and appropriateness of Output and, if Customer is using the Services as an agent, any use of any Output by any of Customer’s clients or customers.

Indemnity.

1. Coffee Indemnification. Subject to Section 10(b), Coffee will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s authorized access or use of the Services infringes or misappropriates such third party’s Intellectual Property Rights and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Coffee (including reasonable attorneys’ fees) resulting from such Claim.
2. Exclusions. Coffee’s obligations under Section 10(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Coffee; (iv) modifications to the Services by anyone other than Coffee; (v) combinations of the Services with software, data or materials not provided by Coffee; or (vi) any Output. 
3. IP Remedies. If Coffee reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Coffee may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue using the Services. If Coffee determines that neither alternative is commercially practicable, Coffee may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Coffee will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 10 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services. (
4. Customer Indemnification. Subject to Section 10(e) Customer will defend Coffee against Claims arising from (i) any Customer Materials, including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) access or use of the Services by Customer or its personnel in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 2(b), and in each case, will indemnify and hold harmless Coffee against any damages and costs awarded against Coffee or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
5. Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party. You will indemnify and hold Coffee and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

Limitation of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COFFEE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR ANY COFFEE MATERIALS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COFFEE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL COFFEE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO COFFEE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COFFEE, AS APPLICABLE.
3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COFFEE AND YOU AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of law’s provisions. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state and federal courts located in the Northern District of California, and you and Coffee each waive any objection to jurisdiction and venue in such courts.

General Terms.

1. Reservation of Rights. Coffee and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2. Entire Agreement. These Terms, including the Data Processing Addendum, constitute the entire and exclusive understanding and agreement between Coffee and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Coffee and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. 
3. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Coffee’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Coffee may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
4. Notices. Any notices or other communications provided by Coffee under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
5. Waiver of Rights. Coffee’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Coffee. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
6. Subcontracting. Coffee may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate, provided that Coffee remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting or payment vendors, Coffee will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Coffee.
7. Contact Information. If you have any questions about these Terms or the Services, please contact Coffee at:
   Coffee, Inc.

   7720 NE Hwy 99
Suite D-1012
   Vancouver, WA 98665-8858
   terms@coffee.ai

Attachment 1 – Data Processing Addendum

This Data Processing Addendum (including its Exhibits) (“Addendum”) forms part of and is subject to the terms and conditions of the Terms of Service (the “Agreement”) by and between Customer and Coffee.

‍

1. Subject Matter and Duration.some text
   1. Subject Matter. This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Customer Personal Data in connection with Coffee’s execution of the Agreement. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control.
   2. Duration and Survival. This Addendum will become legally binding upon the effective date of the Agreement. Coffee will Process Customer Personal Data until the relationship terminates as specified in the Agreement.
2. Definitions. For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply.some text
   1. “Coffee Personal Data” means Coffee Materials that are Personal Data.
   2. “Customer Personal Data” means Customer Materials that are (i) Personal Data relating to an individual who is a prospect or customer of Customer and (ii) independently provided to Coffee by Customer under the Agreement.
   3. “Data Protection Laws” means the applicable data privacy and data protection laws, rules and regulations to which the Customer Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) (“CCPA”); the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; and the United Kingdom Data Protection Act 2018 (in each case, as amended, adopted, or superseded from time to time).
   4. “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.
   5. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
   6. “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data attributable to Coffee.
   7. “Standard Contractual Clauses” means the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.
   8. “Subprocessor(s)” means Coffee’s authorized vendors and third-party service providers that Process Customer Personal Data.
3. Processing Terms for Customer Personal Data.some text
   1. Documented Instructions. Coffee shall Process Customer Personal Data to provide the Services in accordance with the Agreement, this Addendum, any applicable order, and any instructions agreed upon by the parties. Coffee will, unless legally prohibited from doing so, inform Customer in writing if it reasonably believes that there is a conflict between Customer’s instructions and applicable law or otherwise seeks to Process Customer Personal Data in a manner that is inconsistent with Customer’s instructions.
   2. Authorization to Use Subprocessors. Customer hereby authorizes Coffee to engage Subprocessors. Customer acknowledges that Subprocessors may further engage vendors.
   3. Coffee and Subprocessor Compliance. Coffee shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Customer Personal Data that imposes on such Subprocessors data protection requirements for Customer Personal Data that are consistent with this Addendum; and (ii) remain responsible to Customer for Coffee’s Subprocessors’ failure to perform their obligations with respect to the Processing of Customer Personal Data.
   4. Right to Object to Subprocessors. Where required by Data Protection Laws, Coffee will notify Customer prior to engaging any new Subprocessors by updating its Subprocessor list available at: [insert URL] (“Subprocessor Website”).  The Subprocessor Website also contains a mechanism for Customer to subscribe to notifications of new Subprocessors. If Customer subscribes to such notifications, Coffee will email Customer new Subprocessor notifications at the email address provided. Coffee will allow Customer five (5) days to object to the new Subprocessor(s) after notice has been provided on the Subprocessor Website or via email (as applicable). If Customer has legitimate objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection.
   5. Confidentiality. Any person authorized to Process Customer Personal Data must be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality. 
   6. Personal Data Inquiries and Requests. Where required by Data Protection Laws, Coffee agrees to provide reasonable assistance and comply with reasonable instructions from Customer related to any requests from individuals exercising their rights in Customer Personal Data granted to them under Data Protection Laws.
   7. Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Where required by Data Protection Laws, Coffee agrees to provide reasonable assistance and information to Customer where, in Customer’s judgement, the type of Processing performed by Coffee requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Customer shall reimburse Coffee for all non-negligible costs Coffee incurs in performing its obligations under this Section.
   8. Demonstrable Compliance. Coffee agrees to provide information reasonably necessary to demonstrate compliance with this Addendum upon Customer’s reasonable request.
   9. California Specific Terms. To the extent that Coffee’s Processing of Customer Personal Data is subject to the CCPA, this Section shall also apply. Customer discloses or otherwise makes available Customer Personal Data to Coffee for the limited and specific purpose of Coffee providing the Services to Customer in accordance with the Agreement and this Addendum. Coffee shall: (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Customer if it can no longer meet its obligations under the CCPA; (iv) not “sell” or “share” (as such terms are defined by the CCPA) Customer Personal Data; (v) not retain, use, or disclose Customer Personal Data for any purpose (including any commercial purpose) other than to provide the Services under the Agreement or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Customer Personal Data outside of the direct business relationship between Customer and Coffee; and (vii) unless contemplated by the standard functionality of the Services, not combine Customer Personal Data with Personal Data that Coffee (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Customer may: (1) take reasonable and appropriate steps agreed upon by the parties to help ensure that Coffee Processes Customer Personal Data in a manner consistent with Customer’s CCPA obligations; and (2) upon notice, take reasonable and appropriate steps agreed upon by the parties to stop and remediate unauthorized Processing of Customer Personal Data by Coffee.
   10. Service Optimization. Where permitted by Data Protection Laws, Coffee may Process Customer Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity.
   11. Aggregation and De-Identification. Coffee may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Customer or any data subject to whom Customer Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.
   12. Information Security Program. Coffee shall implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Personal Data in accordance with the Technical and Organizational Measures attached hereto as Exhibit A.
   13. Security Incidents. Upon becoming aware of a Security Incident, Coffee agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Customer at the primary email address used to register for the Services . Where possible, such notice will include all available details required under Data Protection Laws for Customer to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.
   14. Cross-Border Transfers of Customer Personal Data.some text
       1. Cross-Border Transfers of Customer Personal Data. Customer authorizes Coffee and its Subprocessors to transfer Customer Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
       2. EEA, Swiss, and UK Standard Contractual Clauses. If Customer Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Coffee in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two’s obligations in Standard Contractual Clauses as supplemented by Exhibit B attached hereto, the terms of which are incorporated herein by reference. Each party’s execution of the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
   15. Audits and Assessments. Where Data Protection Laws afford Customer an audit or assessment right, Customer (or its appointed representative) may carry out an audit or assessment of Coffee’s policies, procedures, and records relevant to the Processing of Customer Personal Data. Any audit or assessment must be: (i) conducted during Coffee’s regular business hours; (ii) with reasonable advance notice to Coffee; (iii) carried out in a manner that prevents unnecessary disruption to Coffee’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit or assessment is carried out at the direction of a government authority having proper jurisdiction.
   16. Customer Personal Data Deletion. Upon Customer’s request at the expiry or termination of the Agreement, Coffee will delete all Customer Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Coffee’s data retention schedule), except where Coffee is required to retain copies under applicable laws, in which case Coffee will isolate and protect that Customer Personal Data from any further Processing except to the extent required by applicable laws.
   17. Customer’s Obligations.  Customer represents and warrants that: (i) it has complied and will comply with Data Protection Laws; (ii) it has provided data subjects whose Customer Personal Data will be Processed in connection with the Agreement with a privacy notice or similar document that clearly and accurately describes Customer’s practices with respect to the Processing of Customer Personal Data; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Customer Personal Data as contemplated by the Agreement; and (iv) Coffee’s Processing of Customer Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Customer and any third party.
   18. Processing Details.some text
       1. Subject Matter. The subject matter of the Processing is the Services pursuant to the Agreement.
       2. Duration. The Processing will continue until the expiration or termination of the Agreement.
       3. Categories of Data Subjects. Data subjects whose Customer Personal Data will be Processed pursuant to the Agreement.
       4. Nature and Purpose of the Processing. The purpose of the Processing of Customer Personal Data by Coffee is the performance of the Services.
       5. Types of Customer Personal Data. Customer Personal Data that is Processed pursuant to the Agreement.
4. Processing Terms for Coffee Personal Data.some text
   1. EEA, Swiss, and UK Standard Contractual Clauses. If Coffee Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Coffee to Customer in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module One’s obligations in the Standard Contractual Clauses as supplemented by Exhibit B attached hereto, the terms of which are incorporated herein by reference. Each party’s execution of the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
   2. CCPA Terms. To the extent Coffee provides or makes available Coffee Personal Data that is subject to the CCPA to Customer, and such disclosure to Coffee is considered a “sale” or a “share” under the CCPA, this Section 4.2 shall also apply. Coffee “sells” or “shares” such Coffee Personal Data for the limited and specific purpose of Customer performing its obligations and exercising its rights under the Agreement (the “Permitted Purposes”). Customer shall: (i) only process such Coffee Personal Data for the Permitted Purposes; (ii) comply with its applicable obligations under the CCPA; (iii) provide the same level of protection as required under the CCPA; and (iv) notify Coffee if it can no longer meet its obligations under the CCPA. Customer will permit Coffee, upon reasonable request, to take reasonable and appropriate steps to ensure that Customer Processes Coffee Personal Data that is subject to this Section in a manner consistent with a “Businesses”’ obligations under the CCPA by requesting that Customer attest to its compliance with this Section 4.2. Following any such request, Customer will promptly provide that attestation. Coffee may, upon notice to Customer, take reasonable and appropriate steps to stop and remediate unauthorized Processing of Coffee Personal Data.

Exhibit A to the Data Processing Addendum

This Exhibit A forms part of the Addendum. Capitalized terms not defined in this Exhibit A have the meaning set forth in Addendum.

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Coffee shall implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Personal Data. Such measures shall include:

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1. Information Security Policy. Coffee shall maintain a written information security policy applicable to all authorized personnel.
2. Training. Coffee will provide information security awareness training to all employees annually.
3. Access Control. Coffee will maintain an access control policy, procedures, and controls consistent with industry standard practices. Coffee will limit access to Customer Personal Data to those employees and vendors with a need-to-know.
4. Logical Separation. Coffee will ensure Customer Personal Data is logically separated from other Coffee client data.
5. Encryption. Where appropriate, Customer Personal Data will be encrypted in-transit and at rest using industry standard encryption technologies.
6. Password Management. Coffee will maintain a password management policy designed to ensure strong passwords consistent with industry standard practices.
7. Incident Response Plan. Coffee will maintain an incident response plan that addresses Security Incident handling. Upon request, Coffee will provide Customer with a copy of its incident response plan.
8. Backups of Customer Personal Data. Coffee will maintain an industry standard backup system and backup of Customer Personal Data designed to facilitate timely recovery in the event of a service interruption.
9. Disaster Recovery and Business Continuity Plans. Coffee will maintain disaster recovery and business continuity plans consistent with industry standard practices.

Exhibit B to the Data Processing Addendum

This Exhibit B forms part of the Addendum and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit B have the meaning set forth in the Addendum. 

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The parties agree that the following terms shall supplement the Standard Contractual Clauses: 

1. Supplemental Terms. The parties agree that: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the Swiss Federal Act on Data Protection. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to the Swiss Federal Act on Data Protection.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must notify data exporter of any new subprocessors in accordance with Section 3.4 of the Addendum; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).
2. Annex I. Annex I to the Standard Contractual Clauses shall read as follows: 
3. Annex II (Module Two). Annex II of the Standard Contractual Clauses shall read as follows:
   Data importer shall implement and maintain technical and organisational measures designed to protect personal data in accordance with the Addendum.
   Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Addendum.
   A. List of Parties 
   • Data Exporter (Module Two): 
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   • Name: Customer. 
   • Address: As set forth in the Notices section of the Agreement.
   • Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement.
   • Activities relevant to the data transferred under these Clauses: The Services.
   • Role: Controller. 
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   • Data Importer (Module Two): 
   • Name: Coffee. 
   • Address: As set forth in the Notices section of the Agreement.
   • Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement.
   • Activities relevant to the data transferred under these Clauses: The Services.
   • Role: Processor.
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   • Data Exporter (Module One): 
   • Name: Coffee. 
   • Address: As set forth in the Notices section of the Agreement.
   • Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement.
   • Activities relevant to the data transferred under these Clauses: As set forth in Section B, Description of the Transfer.
   • Role: Controller. 
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   • Data Importer (Module One): 
   • Name: Customer. 
   • Address: As set forth in the Notices section of the Agreement.
   • Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement.
   • Activities relevant to the data transferred under these Clauses: As set forth in Section B, Description of the Transfer.
   • Role: Controller.
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4. B. Description of the Transfer (Module Two): 
   • Categories of data subjects whose personal data is transferred: The categories of data subjects whose personal data is transferred under the Clauses.
   • Categories of personal data transferred: The categories of personal data transferred under the Clauses.
   • Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: To the parties knowledge, no sensitive data is transferred.
   • The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.
   • Nature of the processing: The Services. 
   • Purpose(s) of the data transfer and further processing: The Services.
   • The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the Addendum.  
   • For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:  For the subject matter, nature, and duration as identified above.
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5. B. Description of the Transfer (Module One): 
   • Categories of data subjects whose personal data is transferred: The categories of data subjects whose personal data is transferred under the Clauses. 
   • Categories of personal data transferred: As set forth in Section 2(b) of the Agreement.
   • Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: To the parties knowledge, no sensitive data is transferred. 
   • The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.
   • Nature of the processing: As set forth in Section 2(b) of the Agreement. 
   • Purpose(s) of the data transfer and further processing: As set forth in Section 2(b) of the Agreement.
   • The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the Agreement.
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6. C. Competent Supervisory Authority (Module Two and Module One): The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.
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7. D. Clarifying Terms for the Standard Contractual Clauses (Module Two): The parties agree that: (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Clauses will be provided upon data exporter’s written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Clauses will only cover data importer’s impacted systems; (iii) the audit described in Clause 8.9 of the Clauses shall be carried out in accordance with Section 7 of the Addendum; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Clauses will be limited to the termination of the Clauses; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Clauses; (vi) the information required under Clause 15.1(c) of the Clauses will be provided upon data exporter’s written request; and (vii) notwithstanding anything to the contrary, data exporter will reimburse data importer for all costs and expenses incurred by data importer in connection with the performance of data importer’s obligations under Clause 15.1(b) and Clause 15.2 of the Clauses without regard for any limitation of liability set forth in the Agreement.
8.  
9. Annex II (Module One). Annex II of the Standard Contractual Clauses shall read as follows:
   Data importer shall implement and maintain technical and organisational measures that protect personal data in accordance with applicable data protection laws.
10. Annex III (Module Two and Module One). A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:
    The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.
    
    

Table 1: The start date in Table 1 is the effective date of the Addendum. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the Addendum.

Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

Table 4: The parties agree that neither Party may end the UK Addendum as set out in Section 19.