Data Processing Agreement
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Cluely Data Processing Agreement
This Data Processing Agreement (“DPA”) forms an integral part of the Cluely Terms of Service (“Terms”) between the party named as “Customer” in the Terms (“Customer” or “Controller”) and Cluely, Inc. (“Company” or “Processor”) and sets out the parties’ respective obligations when Customer personal data is processed by Company in relation to the Services performed by Company on Customer’s behalf pursuant to the Terms. The purpose of the DPA is to ensure such processing is conducted in accordance with applicable laws and with due respect for the rights and freedoms of individuals whose personal data is processed. This DPA will be effective from the date on which the authorized signatories of the parties sign the Order Form.
This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement") between the Customer and
Cluely Inc
520 Bryant St
San Francisco, CA 94107
United States
(the "Data Processor")
(together as the "Parties")
WHEREAS
(A) The Company acts as a Data Controller and wishes to engage Service Provider for AI-powered desktop assistant services, white glove onboarding, knowledge base creation, and Cluely customization services.
(B) The Company wishes to subcontract certain Services, which may involve the processing of personal data and confidential business information, to the Service Provider.
(C) The Parties seek to implement comprehensive data protection, confidentiality, and intellectual property provisions that comply with applicable laws including GDPR, U.S. state privacy laws, and other relevant data protection regulations.
(D) The Parties wish to establish clear ownership rights regarding deliverables created during paid pilot programs and ongoing services.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing and Services Agreement and all Schedules;
1.1.2 "Company Personal Data" means any Personal Data Processed by Service Provider on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 "Company Confidential Information" means all non-public, proprietary, or confidential information disclosed by Company to Service Provider, including but not limited to business processes, customer data, financial information, technical specifications, and strategic plans;
1.1.4 "Data Protection Laws" means EU Data Protection Laws, U.S. Privacy Laws, and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 "U.S. Privacy Laws" means applicable U.S. federal and state privacy laws including but not limited to the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Connecticut Data Privacy Act (CTDPA), and any other applicable state privacy laws;
1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;
1.1.8 "Data Transfer" means:
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a transfer of Company Personal Data from the Company to Service Provider; or
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an onward transfer of Company Personal Data from Service Provider to a Subprocessor, or between two establishments of Service Provider, in each case, where such transfer would be prohibited by Data Protection Laws;
1.1.9 "Services" means the AI-powered desktop assistant services, white glove onboarding, knowledge base creation, Cluely customization, sales coaching, and meeting assistance that Cluely provides;
1.1.10 "Deliverables" means all work products, documents, designs, configurations, customizations, prompt designs, knowledge bases, and other materials created by Service Provider specifically for Company during the performance of Services, particularly during paid pilot programs;
1.1.11 "Subprocessor" means any person appointed by or on behalf of Service Provider to process Personal Data on behalf of the Company in connection with the Agreement;
1.1.12 "White Glove Onboarding" means the customized setup and configuration services provided by Service Provider to optimize the AI assistant for Company's specific use cases and requirements.
1.2 GDPR Terms
The terms "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. CONFIDENTIALITY AND DATA PROTECTION
2.1 Comprehensive Confidentiality
2.1.1 Service Provider acknowledges that it may receive Company Confidential Information and Company Personal Data in connection with the Services.
2.1.2 Service Provider shall:
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Hold all Company Confidential Information in strict confidence;
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Use Company Confidential Information solely for the purpose of providing the Services;
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Not disclose Company Confidential Information to any third party without Company's prior written consent;
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Implement and maintain appropriate safeguards to protect the confidentiality of such information.
2.1.3 The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.
2.2 Processing Obligations
Service Provider shall:
2.2.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data;
2.2.2 not Process Company Personal Data other than on the Company's documented instructions;
2.2.3 ensure all employees handling Personal Data or Confidential Information are bound by legally enforceable confidentiality agreements;
2.2.4 provide adequate training to all employees handling Personal Data on data protection requirements and procedures;
2.2.5 be held liable for any processing activities conducted outside the scope of documented instructions.
3. PROCESSOR PERSONNEL
Service Provider shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with applicable laws in the context of that individual's duties, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
2.3 Processing Instructions
The Company instructs Service Provider to process Company Personal Data for the following purposes:
- Real-time AI-powered sales coaching during meetings
- Meeting transcript analysis and processing
- Generation of automated follow-up emails
- Provision of personalized sales context and objection handling assistance
- White glove onboarding and knowledge base creation
- Cluely customization and configuration
- Processing only when Company personnel actively engage the service
3. ENTERPRISE SECURITY MEASURES
3.1 Technical and Organizational Measures
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, Service Provider shall implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.
3.2 Specific Security Measures
Service Provider implements and maintains the following enterprise-grade security measures:
3.2.1 Encryption: End-to-end encryption for all data in transit and at rest using industry-standard encryption protocols (minimum TLS 1.2, AES-256);
3.2.2 Access Controls: Enterprise authentication through WorkOS with multi-factor authentication and role-based access control limiting data access to authorized personnel only;
3.2.3 Data Minimization: Meeting transcripts are processed according to configured retention policies; audio recordings are processed in real-time with configurable retention;
3.2.4 Infrastructure Security: Regular security assessments, automated security updates, comprehensive incident response procedures, and SOC 2 Type II compliance preparation;
3.2.5 Compliance Certifications: Service Provider is pursuing SOC 2 Type II and ISO 27001 certifications;
3.2.6 Zero Trust Architecture: Implementation of zero trust security principles with continuous verification and least-privilege access;
3.2.7 Data Residency: Configurable data residency controls for enterprise accounts to meet jurisdictional requirements.
3.3 Risk Assessment
In assessing the appropriate level of security, Service Provider shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
4. U.S. PRIVACY LAW COMPLIANCE
4.1 U.S. Consumer Privacy Rights
Service Provider shall assist Company in fulfilling consumer rights requests under applicable U.S. Privacy Laws, including:
- Right to know/access personal information
- Right to delete personal information
- Right to correct inaccurate personal information
- Right to opt-out of sale/sharing of personal information
- Right to limit use of sensitive personal information
4.2 CCPA/CPRA Compliance
4.2.1 Service Provider warrants that it will not:
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Sell or share Company Personal Data;
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Retain, use, or disclose Company Personal Data for any purpose other than performing the Services;
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Use Company Personal Data for advertising or commercial purposes outside the Services.
4.2.2 Service Provider shall provide the same level of privacy protection as required by applicable U.S. Privacy Laws.
4.3 Cross-Border Data Transfers
For transfers of personal data from the U.S. to other jurisdictions, Service Provider shall implement appropriate safeguards including standard contractual clauses or other legally recognized transfer mechanisms.
5. INTELLECTUAL PROPERTY AND DELIVERABLES OWNERSHIP
5.1 Deliverables Ownership for Paid Pilots
5.1.1 For paid pilot programs, all Deliverables created specifically for Company, including but not limited to:
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Custom prompt designs
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Knowledge base configurations
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Customized AI model configurations
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Integration specifications
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Custom workflows and processes shall be owned by Company upon full payment of applicable fees.
5.1.2 Service Provider hereby assigns to Company all right, title, and interest in and to such Deliverables, including all intellectual property rights therein.
5.2 Service Provider Retained Rights
5.2.1 Service Provider retains ownership of:
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Its core platform, software, and underlying technology
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General methodologies, processes, and know-how
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Aggregated and anonymized insights that cannot identify Company
5.2.2 Service Provider may use general knowledge, skills, and experience gained from providing Services, provided such use does not violate confidentiality obligations or disclose Company Confidential Information.
5.3 License Grant
5.3.1 Company grants Service Provider a limited, non-exclusive license to use Company Confidential Information solely for the purpose of providing the Services during the term of this Agreement.
5.3.2 Service Provider grants Company a perpetual, irrevocable, royalty-free license to use Deliverables for Company's business purposes, including the right to modify and create derivative works.
6. SUBPROCESSING
6.1 Authorized Subprocessors
Service Provider is authorized to engage the following Subprocessors:
- Deepgram, Inc. - Audio transcription services
- AssemblyAI, Inc. - Audio transcription services
- OpenAI L.P. - AI processing and analysis services
- Anthropic PBC - AI processing and analysis services
6.2 Subprocessor Requirements
Service Provider shall ensure that all Subprocessors:
- Are bound by data protection and confidentiality obligations substantially equivalent to those in this Agreement
- Maintain compliance with applicable Data Protection Laws
- Process Personal Data only for the specific purposes authorized by Company
- Implement appropriate technical and organizational measures
6.3 Subprocessor Changes
Service Provider shall inform Company of any intended changes to Subprocessors with at least 30 days' prior written notice. Company may object to such changes within 14 days if the changes do not meet required data protection standards.
7. DATA SUBJECT RIGHTS
7.1 Assistance to Company
Service Provider shall assist Company in fulfilling its obligations to respond to requests to exercise Data Subject rights under applicable Data Protection Laws, including both GDPR and U.S. Privacy Laws.
7.2 Data Subject Request Handling
Service Provider shall: 7.2.1 promptly notify Company within 5 days if it receives a request from a Data Subject; 7.2.2 not respond to that request except on the documented instructions of Company or as required by applicable laws.
8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION
Service Provider shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by Service Provider, taking into account the nature of the Processing and information available to Service Provider.
9. PERSONAL DATA BREACH
9.1 Breach Notification
Service Provider shall notify Company at privacy@[CUSTOMER-DOMAIN] without undue delay upon becoming aware of a Personal Data Breach affecting Company Personal Data or Confidential Information, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
9.2 Breach Response
Service Provider shall cooperate with Company and take reasonable commercial steps as directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. DATA RETENTION AND DELETION
9.1 Data Deletion
Service Provider shall delete Company Personal Data and Confidential Information within 30 days of the cessation of Services, except for:
- Data required to be retained by law
- Deliverables owned by Company
- Aggregated, anonymized data that cannot identify Company
9.3 Certification
Service Provider shall provide written certification to Company that it has fully complied with this section 9 within 30 days of the Cessation Date.
9.4 Retention Periods
- Meeting Transcripts: Immediately deleted after processing into summary responses
- Audio Recordings: Processed in real-time and immediately deleted
- Personalized Context: Retained only if Company chooses to save within the system
- Generated Summaries: Retained for the duration of the service agreement unless Company requests deletion
- Knowledge Base Data: Retained for duration of service agreement
- Deliverables: Retained permanently by Company as owner
10. AUDIT RIGHTS
10.1 Audit Access
Subject to this section 10, Service Provider shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of Company Personal Data.
10.2 Annual Audit Rights
Company may conduct at least one audit per year of Service Provider's data processing activities upon reasonable notice.
10.3 Audit Limitations
Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
10.4 Compliance Documentation
Service Provider shall maintain and provide documentation demonstrating compliance with this Agreement and applicable Data Protection Laws.
11. DATA TRANSFER AND CROSS-BORDER PROCESSING
11.1 International Transfers
Personal data processed under this Agreement may be transferred from Company's jurisdiction to the United States and other jurisdictions where Service Provider or its Subprocessors operate.
11.2 Transfer Safeguards
For transfers from the EU/EEA, the Parties shall rely on EU approved standard contractual clauses as set forth in Schedule A.
11.3 Government Access Requests
Service Provider shall immediately notify Company of any legally binding request for disclosure of Personal Data by a government authority, unless prohibited by law.
12. NO-TRAINING AND AI ETHICS
12.1 No-Training Rights
Service Provider shall not use Company Personal Data or Confidential Information for the purpose of training or developing its artificial intelligence models, machine learning algorithms, or similar technologies, except where explicitly authorized by Company in writing.
12.2 AI Ethics
Service Provider warrants that its AI systems are designed and operated in accordance with responsible AI principles, including fairness, transparency, and accountability.
13. LIABILITY AND INDEMNIFICATION
13.1 GDPR and Privacy Law Liability
Service Provider shall be liable for damages caused by:
- Non-compliance with applicable Data Protection Laws
- Processing Personal Data outside the scope of lawful instructions
- Failure to implement appropriate security measures
13.2 Confidentiality Breach
Service Provider shall indemnify Company for damages resulting from unauthorized disclosure of Company Confidential Information.
13.3 Commercial Liability
All other liability matters, including commercial liability, limitation of damages, and general indemnification, shall be governed by the Principal Agreement between the parties.
14. TERM AND TERMINATION
14.1 Term
This Agreement shall remain in effect for the duration of the Principal Agreement.
14.2 Survival
The following provisions shall survive termination:
- Confidentiality obligations (Section 2.1)
- Deliverables ownership (Section 5)
- Data deletion obligations (Section 9)
- Liability provisions (Section 13)
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 Governing Law
This Agreement shall be governed by the laws of [CUSTOMER JURISDICTION]. Where Company is located in the United States, this Agreement shall be governed by the laws of the state where Company is headquartered.
15.2 Dispute Resolution
Any disputes shall be resolved in accordance with the dispute resolution mechanism set forth in the Principal Agreement.
16. GENERAL PROVISIONS
16.1 Entire Agreement
This Agreement, together with the Principal Agreement, constitutes the entire agreement between the parties regarding data processing and confidentiality.
16.2 Amendments
This Agreement may only be amended in writing signed by both parties.
16.3 Notices
All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement or at such other address as notified from time to time by the Parties.
16.4 Severability
If any provision is found unenforceable, the remainder of the Agreement shall remain in full force and effect.
SCHEDULE A - STANDARD CONTRACTUAL CLAUSES
Transfer controller to processor
SECTION I - PURPOSE AND SCOPE
Clause 1
Purpose and scope
The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
The Parties:
- the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter "entity/ies") transferring the personal data, as listed in Annex I.A. (hereinafter "data exporter"), and
- the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter "data importer")
have agreed to these standard contractual clauses (hereinafter: "Clauses").
These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
- Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
- Clause 8.1(b), 8.9(a), (c), (d) and (e);
- Clause 9(a), (c), (d) and (e);
- Clause 12(a), (d) and (f);
- Clause 13;
- Clause 15.1(c), (d) and (e);
- Clause 16(e);
- Clause 18(a) and (b).
Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter "personal data breach"). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter "sensitive data"), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter "onward transfer") if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(a) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(b) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(c) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(d) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
GENERAL WRITTEN AUTHORISATION The data importer has the data exporter's general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 5 business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(a) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(b) The data importer shall provide, at the data exporter's request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(c) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(d) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer's responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; (ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of an EU Member State or the United States if the customer is not in a EU Member State.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State or the United States if the customer is not in a EU Member State.
(b) The Parties agree that those shall be the courts of the United States.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I - PARTIES AND TRANSFER
A. LIST OF PARTIES
Data exporter(s):
-
Name: The party named as “Customer” in the Terms.
Address: The address for Customer associated with its Company account or as otherwise specified in the Order Form or Terms.Contact person's name, position and contact details: The contact details for Customer associated with its Company account or as otherwise specified in the Order Form or Terms.
Activities relevant to the data transferred under these Clauses: As described in Section 2 of the DPA.
Signature and date: By using the Services to transfer Customer Personal Data to Company located in a non-adequate country, the data exporter will be deemed to have signed this Exhibit B.
Role: Controller
Data importer(s):
-
Name: Cluely, Inc
Address: 520 Bryant St, San Francisco CA 94107
Contact person: Alexa Kayman, CRO, [email protected]
Activities relevant to the data transferred under these Clauses: Customer onboarding, prompt assistance, and real-time sales coaching assistance.Signature and date: By transferring Customer Personal Data to a non-adequate country on Customer’s instructions, the data importer will be deemed to have signed this Annex I.
Role: Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:
Meeting participants (employees, contractors, clients, and other individuals participating in recorded meetings).
Categories of personal data transferred:
- Audio data from meetings (when recording is enabled)
- Video data from meetings (when recording is enabled)
- Meeting transcripts and AI-generated insights
- User account information and authentication data
- Meeting metadata (timestamps, participant identifiers, etc.)
Sensitive data transferred (if applicable) and applied restrictions or safeguards:
Potentially sensitive data may include business confidential information, personal conversations, or other sensitive content discussed in meetings. Applied safeguards include:
- No recording or data storage by default for enterprise users
- Granular admin controls for access, visibility, and feature settings
- Data minimization (only essential meeting data captured)
- Encryption in transit and at rest (TLS 1.2+, AES-256)
- Role-based access controls (RBAC)
- Configurable data retention periods
- Data residency controls for enterprise accounts
The frequency of the transfer:
Continuous during active meeting sessions when recording/processing is enabled
Nature of the processing:
Real-time AI processing of audio/video data to generate meeting insights, transcripts, and suggestions
Purpose(s) of the data transfer and further processing:
To provide real-time AI insights and meeting intelligence to enterprise users during meetings.
The period for which the personal data will be retained:
Configurable by organization admins; data can be deleted upon request in accordance with data subject rights (GDPR/CCPA). For real-time processing, data is not retained after the session unless configured otherwise.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
Deepgram and AssemblyAI to process audio to text transcription. Real-time processing with no data detention.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13:
Neel Shanmugam, COO, [email protected] and Alex Chen, CTO, [email protected]
ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES
Description of the technical and organisational measures implemented by the data importer(s) to ensure an appropriate level of security:
- Measures of pseudonymisation and encryption of personal data
- Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
- 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
- Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures
- Measures for user identification and authorisation
- Measures for the protection of data during transmission
- Measures for the protection of data during storage
- Measures for ensuring physical security of locations at which personal data are processed
- Measures for ensuring events logging
- Measures for ensuring system configuration, including default configuration
- Measures for internal IT and IT security governance and management
- Measures for ensuring data minimisation
- Measures for ensuring data quality
- Measures for ensuring limited data retention
- Measures for ensuring accountability
Specific technical and organisational measures to be taken by the processor to be able to provide assistance to the controller:
ANNEX III – LIST OF SUB-PROCESSORS
EXPLANATORY NOTE: This Annex must be completed in case of the specific authorisation of sub-processors (Clause 9, Option 1).
The controller has authorised the use of the following sub-processors:
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