This Data Processing Agreement ("Agreement") forms part of the Terms of Use ("Principal Agreement") between the Company (as defined in the Principal Agreement) and Sazabi Inc. ("Data Processor") (together as the "Parties").
WHEREAS
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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 (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and interpretation
1.1 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 Agreement and all Schedules;
1.1.2 "Company Personal Data"
means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 "Contracted Processor"
means a Subprocessor;
1.1.4 "Data Protection Laws"
means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 "EEA"
means the European Economic Area;
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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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:
- 1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
- 1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 "Services"
means the observability and log management services Sazabi provides under the Principal Agreement;
1.1.10 "Subprocessor"
means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
1.2 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. Processing of Company Personal Data
2.1 Processor shall:
- 2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
- 2.1.2 not Process Company Personal Data other than on the relevant Company's documented instructions.
2.2 The Company instructs Processor to process Company Personal Data.
3. Processor personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the 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 to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5. Subprocessing
5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company. The Subprocessors currently authorized by Company are listed in Exhibit B to this Agreement.
5.2 At least fifteen (15) days before enabling any new third party to access or participate in the Processing of Company Personal Data, Processor will update Exhibit B and notify Company. Company may object in writing within ten (10) business days of receiving such notice, provided that the objection is based on reasonable grounds relating to data protection. If Company objects and the Parties are unable to reach a resolution within a reasonable time, either party may terminate the applicable Services upon written notice.
5.3 Processor shall impose data protection obligations on each Subprocessor that are no less protective than those set out in this Agreement. Processor remains liable to Company for the performance of each Subprocessor's obligations to the extent Processor would be liable if performing the Processing directly.
6. Data Subject rights
6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
- 6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
- 6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7. Personal Data breach
7.1 Processor shall notify Company without undue delay, and in any event within seventy-two (72) hours, upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, 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.
7.2 Processor shall co-operate with the Company and take such reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and prior consultation
Processor 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, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or return of Company Personal Data
9.1 Subject to this section 9, Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), at the election of the Company either: (a) return all Company Personal Data to the Company in a commonly used, machine-readable format; or (b) delete and procure the deletion of all copies of those Company Personal Data.
9.2 Notwithstanding section 9.1, Processor may retain Company Personal Data to the extent required by applicable law, provided that Processor ensures the confidentiality of all such retained data and does not Process it for any purpose other than as required by that law.
10. Audit rights
10.1 Subject to this section 10, Processor 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 the Company Personal Data by the Contracted Processors.
10.2 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.
11. Data transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) or the United Kingdom ("UK") without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the EEA or the UK to a country outside the EEA or the UK, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for transfers from the EEA, or the UK International Data Transfer Addendum (or such other mechanism approved under UK data protection law) for transfers from the UK.
12. General terms
12.1 Confidentiality
Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; or (b) the relevant information is already in the public domain.
12.2 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. Notices to Sazabi shall be sent to legal@sazabi.ai. Notices to Company shall be sent to the address or email address on file with Sazabi, or such other address as notified from time to time by the Parties.
13. Governing law and jurisdiction
13.1 This Agreement is governed by the laws of the State of Delaware.
13.2 Any dispute arising in connection with this Agreement which the Parties will not be able to resolve amicably will be submitted to binding arbitration in New Castle County, Delaware, in accordance with the Commercial Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. The award rendered shall be final and binding on the Parties, and judgment thereon may be entered in any court of competent jurisdiction.
Exhibit A: Details of processing
Subject matter
Sazabi's provision of the Services to Company pursuant to the Principal Agreement.
Nature and purpose of processing
Sazabi Processes Company Personal Data as necessary to provide the Services, including ingestion, storage, analysis, and display of log data and observability telemetry submitted by Company through Sazabi's platform.
Types of Personal Data
Company Personal Data may include any Personal Data contained in log data, error reports, traces, metrics, and related telemetry submitted by Company to the Services, including but not limited to:
- IP addresses and device identifiers;
- Usernames, email addresses, and account identifiers;
- Usage and interaction data included in application logs; and
- Any other Personal Data Company chooses to include in its log or telemetry data.
Categories of Data Subjects
The categories of Data Subjects are determined by Company and may include Company's customers, employees, contractors, and end users whose Personal Data appears in log or telemetry data submitted to the Services.
Duration of processing
Sazabi will Process Company Personal Data for the duration of the Principal Agreement, unless otherwise agreed in writing or required by applicable law.
Exhibit B: Approved Sub-processors
The following Sub-processors are currently authorized to Process Company Personal Data on Sazabi's behalf. Sazabi will update this list and notify Company at least fifteen (15) days prior to engaging any new Sub-processor.
| Sub-processor | Purpose | Location |
|---|---|---|
| Amazon Web Services, Inc. | Cloud infrastructure and hosting | United States |
| Anthropic, PBC | AI language model processing | United States |
| Attio, Ltd. | Customer relationship management | United Kingdom |
| ClickHouse, Inc. | Log storage and analytics database | United States |
| GitHub, Inc. | Source code repository | United States |
| Google LLC | Productivity and email (Google Workspace) | United States |
| Linear Orbit, Inc. | Project management | United States |
| OpenAI, LLC | AI language model processing | United States |
| OpenRouter, Inc. | AI model routing | United States |
| PostHog, Inc. | Product analytics | United States |
| Pylon, Inc. | Customer support | United States |
| Rippling, Inc. | HR and payroll | United States |
| Slack Technologies, LLC | Internal team communication | United States |
| Supabase, Inc. | Relational database hosting | United States |
| Vercel, Inc. | Frontend hosting and deployment | United States |