Data processing addendum - BIK
This Data Processing Addendum (“DPA”) forms an integral part of the Company’s Terms of Use, available at https://bik.ai/bik-terms, the master service agreement or similar agreement (including any exhibits, appendices, annexes, terms, orders or policies referenced therein) (“Agreement”), entered into by and between Bikayi, Inc. (the “Company”) and Customer that governs Customer’s use and Company’s provision of Company’s Services (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data.

By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorised Affiliates, if and to the extent Bikayi, Inc. processes Personal Data for which such Authorised Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term "Customer" shall include Customer and Authorised Affiliates. All capitalised terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, Company may Process Personal Data on behalf of Customer, and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. For the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Schedules.
Data Processing Terms
1. Definitions
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Authorized Affiliate means any of Customer's Affiliate(s) which (i) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, and (ii) is permitted to use the Services pursuant to the Agreement between Customer and Company.
CCPA means the California Consumer Privacy Act 2018, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations, as the same may be amended from time to time.
Controller means the entity which determines the purposes and means of the Processing of Personal Data.
Customer Data means all electronic data or information submitted by or on behalf of Customer to, or collected from the Customer by Company.
Data Protection Laws and Regulations means all laws and regulations, including GDPR and CCPA, as well as other similar applicable worldwide data protection laws applicable to a party in its use or provision of the Services, in connection with the Processing of Personal Data under the Agreement.
Data Subject means the identified or identifiable natural person to whom Personal Data relates.
Data Subject right means any right afforded to a Data Subject under Data Protection Laws and Regulations, including the rights to access, rectify, restrict the Processing of Personal Data, erasure (including the right to be forgotten), data portability, objecting to the Processing, or to not be subject to an automated individual decision making.
GDPR means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Personal Data means any information relating to an identified or identifiable natural person where such data is Customer Data.
Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Processor means the entity which Processes Personal Data on behalf of the Controller
Personal Data Breach means a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, transmitted, stored or otherwise Processed by Company or its Sub-processors of which the Company becomes aware.
Security, Privacy and Architecture Datasheet means the Security, Privacy and Architecture Datasheet for the Company Services, as updated from time to time.
Standard Contractual Clausesmeans the agreement by and between Customer and Bikayi, Inc. pursuant to the European Commission's decision on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, a copy of which can be found at https://bik.ai/scc
6.2 Customer Data Incident Management and Notification. Company maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Datasheet and shall notify Customer without undue delay after becoming aware of a Personal Data Breach. Company shall provide information to Customer necessary to enable Customer to comply with its obligations under Data Protection Laws and Regulations. The content of such communication to Customer will (i) include the nature of Processing and the information available to Company, and(ii) take into account that under applicable Data Protection Laws and Regulations, Customer may need to notify regulators or individuals of the following: (a) a description of the nature of the Personal Data Breach including, where possible, the categories and approximate number of individuals concerned, and the categories and approximate number of Personal Data records concerned; (b) a description of the likely consequences of the Personal Data Breach; and (c) a description of the measures taken or proposed to be taken to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. Company shall make commercially reasonable efforts to identify the cause of such Personal Data Breach and take those steps as Company deems necessary and reasonable in order to remediate the cause of such Personal Data Breach to the extent the remediation is within Company's reasonable control. The obligation to remediate the cause of a Personal Data Breach shall not apply to Personal Data Breaches that are caused by Customer or Customer's Users.At the written request of the Customer, Company shall reasonably cooperate with Customer and take such commercially reasonable steps, as are agreed by the parties or necessary under Data Protection Laws, to assist in the investigation, mitigation and remediation of each such Personal Data Breach, at Customer's sole expense.
6.3 Third-Party Certifications and Audits. Company has obtained the third-party certifications and audits set forth in the Security, Privacy and Architecture Datasheet. Upon Customer's written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Company shall allow for and contribute to audits and inspections (Audits) conducted by Customer (or Customer's independent, third-party auditor that is not a competitor of Company and that is subject to confidentiality obligations substantially similar to those set forth in the Agreement), by providing any information regarding Company's compliance with the obligations set forth in this DPA in the form of a copy of Company's then most recent third-party audits or certifications, as applicable. Customer may perform an Audit remotely or on-site, up to one (1) time per year, with at least three (3) weeks' advance written notice, unless otherwise required by Customer's regulators or applicable law. If Customer requests an on-site Audit, the following terms shall apply: (a) such Audit shall be limited to facilities operated by Company and shall not exceed one (1) business day; (b) before the commencement of any such on-site Audit, Customer and Company shall mutually agree upon the scope and timing of the Audit; (c) Customer shall reimburse Company for actual expenses and costs incurred in connection with such Audit.Customer shall use (and ensure that each of its mandated auditors uses) its best efforts to avoid causing any damage, injury or disruption to Company's premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. All such audits shall be subject to the confidentiality obligations set forth in the Agreement. Additionally, Company need not give access to its premises for the purposes of such an audit or inspection: (a) to any individual unless he or she produces reasonable evidence of identity and authority; (b) to any competitor of Company or (c) outside Company's normal business hours.
10.3 Transfer mechanism(s) for data transfers. As of the Effective Date of this DPA, with regard to any transfers of Personal Data under this DPA from the European Union, Switzerland, the European Economic Area and/or their member states and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations, Company makes available the following transfer mechanism(s) which shall apply, in the order of precedence as set out below, if applicable:

The EU-US and Swiss-US Privacy Shield frameworks, so long as Company remains self-certified to such frameworks;

The Standard Contractual Clauses, in accordance with the following terms:

2.For purposes of the SCC, when and as applicable, Customer and any applicable Authorised Affiliates are each the data exporter, and Customer's signing of this DPA or an Agreement referencing this DPA, or a Customer's Affiliate signing an Order Form under an Agreement referencing this DPA, shall be treated as signing of the SCC and their appendices. Company's signature of this DPA or an Agreement referencing this DPA shall be treated as signing of the SCC and their appendices Details required under the SCC's Appendix 1 are available in Schedule

3 to this DPA and under the SCC's Appendix 2 are outlined in Schedule 1 to this DPA. In the event of any conflict or inconsistency between this DPA and the SCC, the SCC shall prevail.

Section 5 of this DPA represents Customer's express consent regarding existing and new Sub-processors under Clause 5(h) of the SCC. Copies of the Sub-processor agreements that must be provided by Company to Customer pursuant to Clause 5(j) of the SCC may have all commercial information, or clauses unrelated to the SCC or their equivalent, removed by Company beforehand; such copies will only be provided by Company upon request by Customer.

Audits pursuant to Clause 5(f) and Clause 12(2) of the SCC shall be carried out in accordance with Section 6.3 of this DPA.

5.The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the SCC shall only be provided by Company to Customer upon Customer's request.
During the Term of the DPA, and subject to Company's retention obligations under applicable laws, including Data Protection Laws, Company shall adhere to Customer's instructions with regard to retention (including, without limitation, deletion) of Customer Data Processed pursuant to the DPA. Further, and subject to Company's retention obligations under applicable laws, including Data Protection Laws, Company shall, and shall cause its Subcontractors to, immediately securely destroy (by making unreadable, unreconstructable, and indecipherable) any or all Customer Data (including, without limitation, all electronic copies on hard drives, backup media, portable devices, optical, magnetic, or other storage media, as well as hard copies) upon the earlier to occur of the following: (a) termination or expiration of the DPA or any applicable statement of work for any reason; or (b) cessation of Company's need to retain such Customer Data to perform the Services. Company shall certify in writing that such destruction has been completed. If Customer requests return or transfer of all or a portion of such Customer Data prior to the destruction described above, Company shall promptly return to Customer all such Customer Data, through a secure method designated by Customer, or shall promptly transfer such Customer Data to Customer's designee, in accordance with the instructions of, and using the secure method prescribed by, Customer, following Customer's written demand therefor. In either event, Company shall promptly provide Customer with a certification by an officer of Company that all Customer Data has been removed from Company's and any Subcontractor's possession and/or control.
The laws of the state of Delaware, without giving effect to the principles of conflicts of law, will apply to any disputes arising out of or relating to the DPA. Each of the parties hereto consents to the exclusive jurisdiction and venue of the courts of New Castle County, Delaware Any dispute arising between the parties hereto in respect of the interpretation of this DPA and the performance of obligations hereunder shall be settled amicably by mutual consultations as far as practicable. In the event a claim, controversy or dispute between the parties arises out of or in connection with this DPA or the transactions and business contemplated hereby, including the validity, construction or enforcement thereof, whether by way of contractual breach, tort or quasi-delict, the parties agree that the matter will be referred to an independent mediator mutually agreed upon by the parties. Where the parties cannot agree on a mediator, the parties agree to submit the dispute to either ad hoc or institutional arbitration, the choice of venue, law and rules of procedure of which shall be mutually agreed upon. All dispute resolution proceedings and records shall be in English. Issuance of an arbitration demand shall suspend the effect of any default entailed by such claim, controversy or dispute and any judicial or administrative proceedings instituted in connection therewith, for the duration of the arbitration proceedings. The parties agree to participate in good faith in any mediation or arbitration begun under this paragraph. Any mediation or arbitral award shall be binding upon the parties, and shall be final and unappealable except on grounds provided under the applicable Alternative Dispute Resolution and Arbitration Laws, Rules and Procedures. It is understood that where the parties have mutually agreed upon a mode of dispute resolution, the same shall be the exclusive remedy in the event such mode of dispute resolution is agreed upon, except that parties shall be entitled to obtain equitable relief, such as injunctive relief, from any court of competent jurisdiction in the Delaware in order to protect its rights while such proceeding is pending or in support of any award made pursuant to such arbitration.
CustomerBikayi, Inc
SignatureSignature
PrintedPrintedSonakshi Nathani
TitleTitleCEO
DateDate
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