This Data Protection Addendum (“Addendum“) between VoiceOwl Inc. (“VoiceOwl”) and the Customer (as defined in the Agreement) forms part of the VoiceOwl Inc. Terms of Service set forth at terms of Service or such other written or electronic agreement incorporating this Addendum, in each case governing Customer’s access to and use of the Services (the “Agreement”).

Customer enters into this Addendum on behalf of itself and any Affiliates authorized to use the Services under the Agreement and who have not entered into a separate contractual arrangement with VoiceOwl. For the purposes of this Addendum only, and except where otherwise indicated, references to “Customer” shall include Customer and such Affiliates.

The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement.

1. Definitions
   • In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
     • “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or VoiceOwl (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
     • “Customer Personal Data” means any Personal Data provided by or made available by Customer to VoiceOwl or collected by VoiceOwl on behalf of Customer which is Processed by VoiceOwl to perform the Services;
     • “Controller to Processor Contractual Clauses” means the standard contractual clauses for cross-border transfers published by applicable Data Protection Laws or any similar such clauses adopted by a data protection regulator relating to Personal Data transfers to Third Countries, including without limitation any successor clauses thereto;
     • “Data Protection Laws” means any local, state, or national law regarding the processing of Personal Data applicable to VoiceOwl in the jurisdictions in which the Services are provided to Customer, including, without limitation, privacy, security, and data protection law;
     • “Services” means the services to be supplied by VoiceOwl to Customer or Customer’s Affiliates pursuant to the Agreement; and
     • “Third Country” means countries that, where required by applicable Data Protection Laws, have not received an adequacy decision from an applicable authority relating to cross-border data transfers of Personal Data, including regulators such as the European Commission, UK ICO, or Swiss FDPIC.
   • The terms “Business”, “Business Purpose”, “commercial purpose”, “Contractor”, “Controller“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “Process“, “Processor“, “Sell”, “Service Provider”, “Share”, “Subprocessor”, “Supervisory Authority“, and “Third Party” have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.
   • Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.
2. Roles of the Parties
   • The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in hereto, Customer acts as a Business or Controller, and VoiceOwl acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by VoiceOwl acting as a Processor, Subprocessor, or Third Party.
   • The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer’s Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Customer’s Affiliates or the relevant Controller(s) to comply with such Laws.
3. Description
   • In this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by VoiceOwl pursuant to this Addendum. The Parties may make reasonable amendments to the addendum on mutual written agreement and as reasonably necessary to meet those requirements.
   • The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).
4. Purpose of Personal Data Processing
   • Subject matter:
     • The subject matter of the data processing under this DPA is the Customer Data.
   • Duration:
     • As between Uniphore and Customer, the duration of the data processing under this DPA is until the termination of processing under the Agreement in accordance with its terms.
   • Frequency:
   • The processing is continuous.
   • Categories of Personal Data Transfer:
   • The categories and types of Personal Data Processed involve information related to the communications between Customer and Customer’s end-users, provided by the Customer representatives or end-users, including but not limited to:
   • personal information normally exchanged during a sales conversation such as name, title, company name, address, username or email address;
   • device information including IP address, location, device type, operating system, Internet service provider, browser information, mobile network, system configuration information,
   • employment details (i.e. employer, job title, employee ID);
   • Agent and/or Customer sales rep performance metrics;
   • User usage and behavior on the Services information;
   • User sentiment, tone, intention, engagement characteristics
   • Special Category Personal Information or Sensitive Data: VoiceOwl does not want to, nor does it intentionally, collect or process any other Special Categories of Personal Data in connection with the provision of the Services and utilizes technical and organizational measures to limit, protect, and redact sensitive personal data that is unintentionally received, but Special Categories of Personal Data may nevertheless be incidentally collected during the course of interactions between the Customer and the Customer’s end users, depending on the context of Customer’s implementation of the Services. Customer shall not share any such special categories of personal data or sensitive data without the written approval of VoiceOwl in advance and specifically amending this DPA to describe it.
   • Data Processing under the California Consumer Protection Act, 2018:
   • The restrictions in this Section shall apply for purposes of Customer Data that is personal information as defined in and subject to the CCPA.
   • As between Customer and Uniphore, for purposes of the CCPA, Customer is a “business” and VoiceOwl is a “service provider” (each as defined in the CCPA).
   • VoiceOwl shall not retain, use, or disclose personal information obtained in the course of providing the Services except:
   • To retain and employ another service provider as a subcontractor, where the subcontractor meets the requirements for a service provider under the CCPA;
   • For internal use by Uniphore to build or improve the quality of its services, provided that the use does not include building or modifying household or consumer profiles to use in providing services to another business, or correcting or augmenting data acquired from another source;
   • To detect data security incidents, or protect against fraudulent or illegal activity; or
   • For the purposes enumerated in Civil Code section 1798.145, subdivisions (a)(1) through (a)(4).
   • To process or maintain personal information on behalf of or at the direction of Customer and in compliance with Subscription Agreement;
   • Uniphore will not “sell” such personal information to any third party. For these purposes, “sell” has the meaning ascribed to it in the CCPA.
   • For clarity, the restrictions in this Section 1 include retention, use or disclosure of such Personal Information by Uniphore outside of the direct business relationship between Uniphore and Customer.
   • VoiceOwl certifies that it understands the restrictions in this Section 1 and will comply with them.
   • Period Of Retention
   • The period for which the Customer Personal Data will be retained is more fully described in the Agreement, Addendum, and accompanying order forms.

• Subprocessor transfers – subject matter, nature, and duration of processing 
• The subject matter, nature, and duration of the Processing are more fully described in the Agreement, Addendum, and accompanying order forms.

5. Data Processing Terms
   • Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide VoiceOwl with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to VoiceOwl of Customer Personal Data. The customer agrees not to provide VoiceOwl with any data concerning a natural person’s health, religion, or any special categories of data as per applicable laws.
   • VoiceOwl shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and VoiceOwl shall:
     • Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. The Agreement, this Addendum, and Customer’s use of the Service’s features and functionality are Customer’s written instructions to VoiceOwl in relation to Processing Customer Personal Data, including as follows:
       • VoiceOwl shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer’s instructions, including as described in the Agreement. VoiceOwl shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose (including VoiceOwl’s commercial purpose) except as required or permitted by law. VoiceOwl shall immediately inform Customer (a) if VoiceOwl determines that it is no longer able to meet its obligations under Data Protection Laws or (b) if, in VoiceOwl’s opinion, an instruction infringes applicable Data Protection Laws. Customer reserves the right to take reasonable and appropriate steps to ensure Graphite’s Processing of Customer Personal Data is consistent with Customer’s obligations under Data Protection Law and discontinue and remediate unauthorized use of Customer Personal Data;
       • VoiceOwl shall have rights to process Customer Personal Data solely (i) to the extent necessary to (a) perform the Business Purposes and its obligations under the Agreement; (b) operate, manage, test, maintain, and enhance the Services including as part of its business operations; (c) to disclose aggregate statistics about the Services in a manner that prevents individual identification or re-identification of Customer Personal Data, including without limitation any individual device or individual person; and/or (d) protect the Services from a threat to the Services or Customer Personal Data; or (ii) if required by court order of a court or authorized governmental agency, provided that prior notice first be given to Customer; (iii) as otherwise expressly authorized by Customer;
       • VoiceOwl will not combine Customer Personal Data which VoiceOwl Processes on Customer’s behalf, with Personal Data which it receives from or on behalf of another person or persons, or collects from its own interaction with an individual, provided that Graphite may combine personal information to perform any Business Purpose permitted or required under the Agreement to perform the Services;
     • implement and maintain measures designed to ensure that VoiceOwl personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations;
     • implement and maintain the technical and organizational measures set out in the Agreement, and, 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, implement and maintain any further commercially reasonable and appropriate administrative, technical, and organizational measures designed to ensure a level of security appropriate to the risk of the Processing of Customer Personal Data, and specifically:
   • encryption of Customer Personal Data;
   • ensuring ongoing confidentiality, integrity, availability, and resilience of VoiceOwl’s processing systems and services that process Customer Personal Data;
   • restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
   • regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Customer Personal Data.
     • Customer hereby agrees that VoiceOwl is generally authorized to engage and appoint Sub-processors, and specifically the Sub-processors listed in Annex 1 hereto, subject to VoiceOwl’s:
       • notifying Customer at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex 1 by emailing notice of the intended change to Customer;
       • including data protection obligations in its contract with each Sub-processor that are materially the same as those set out in this Addendum; and
       • remaining liable to the Customer for any failure by each Sub-processor to fulfill its obligations in relation to the Processing of the Customer’s Personal Data.

In relation to any notice received under section 4.2(d)(i), Customer shall have a period of 30 (thirty) days from the date of the notice to inform VoiceOwl in writing of any reasonable objection on data protection grounds to the use of that Sub-processor. The parties will then, for a period of no more than 30 (thirty) days from the date of Customer’s objection, work together in good faith to attempt to find a commercially reasonable solution for Customer which avoids the use of the objected-to Sub-processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Agreement) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty or indemnification whatsoever (but without prejudice to any fees incurred by Customer prior to termination);

• to the extent legally permissible, promptly notify Customer in case of any legally binding requests (i.e., disclosures required by law, court order, or subpoena) for disclosure of Customer Personal Data by VoiceOwl. In case if it is not legally binding then Customer Personal Data would not be disclosed and VoiceOwl will notify the Customer of such request rejection. A record of all legally binding disclosure requests relating to Customer Personal Data shall be maintained.

(f) to the extent legally permissible, promptly notify Customer of any communication from a Data Subject regarding the Processing of Customer Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection Laws in respect of the Customer Personal Data. VoiceOwl will not respond to any such request or complaint unless expressly authorized to do so by Customer or is otherwise required to respond under applicable Data Protection Laws. Taking into account the nature of the Processing, VoiceOwl will reasonably assist Customer (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s, Customer’s Affiliates’ or the relevant Controller(s)’ obligation to respond to requests for exercising the data subject’s rights. Customer agrees to pay VoiceOwl for time and for out-of-pocket expenses incurred by VoiceOwl in connection with the performance of its obligations under this Section 4.2(e);

(g) upon VoiceOwl’s becoming aware of a Personal Data Breach involving Customer Personal Data, notify Customer without undue delay, of any Personal Data Breach involving Customer Personal Data, such notice to include, to the extent reasonably available to VoiceOwl, all timely information reasonably required by Customer (or the relevant Controller) to comply with its data breach reporting obligations under the applicable Data Protection Laws. VoiceOwl shall further take all such measures and actions as are necessary to remedy or mitigate the effects of such Security Incident and shall keep Customer reasonably informed of developments concerning Customer’s Personal Data;

(h)  to the extent required by the applicable Data Protection Laws, provide reasonable assistance to Customer, Customer’s Affiliates’ or the relevant Controller(s)’ with its obligations pursuant to applicable Data Protection Laws taking into account the nature of the Processing and information available to VoiceOwl; Customer agrees to pay VoiceOwl for time and for out of pocket expenses incurred by VoiceOwl in connection with any assistance provided in connection with applicable laws;

(i) cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and an option of Customer, Customer’s Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data Processed by VoiceOwl, unless (and solely to the extent and for such period as) applicable law requires VoiceOwl to retain some or all  of the Customer Personal Data. Any such Customer Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement; and

• VoiceOwl shall maintain the necessary records in support of demonstrating compliance with its obligations (as specified in the applicable contract) for the processing of Customer Personal Data carried out on behalf of the Customer.

(k) make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer, or an independent third-party auditor mandated by Customer, provided that Customer gives VoiceOwl reasonable prior notice of its intention to audit, conducts its audit during VoiceOwl’s normal business hours, and takes all reasonable measures to prevent unnecessary disruption to VoiceOwl’s operations. For the purposes of demonstrating compliance with this Addendum under this Section 4.2(i), the Parties agree that in the first instance, once per year during the term of the Agreement (except if and when required by instruction of a competent Supervisory Authority or where Customer believes a further audit is necessary due to a Personal Data Breach concerning Customer Personal Data suffered by VoiceOwl), VoiceOwl will provide to Customer responses to cybersecurity and other assessments and only where Customer cannot establish VoiceOwl’s compliance with this Addendum from VoiceOwl’s responses shall Customer request to inspect VoiceOwl’s processing operations. The customer agrees to pay VoiceOwl for time and for out-of-pocket expenses incurred by VoiceOwl in connection with assistance provided in connection with such audits, responses to cybersecurity, and other assessments.

6. Restricted Transfers
   • The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to VoiceOwl (as the importer) is a Restricted Transfer and relevant Area Law applies, the transfer shall be subject to the appropriate Controller to Processor Contractual Clauses.
7. Precedence
   • The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail. In the event that any provision of this Addendum and/or the Agreement contradicts, directly or indirectly, the Controller to Processor Contractual Clauses, the Controller to Processor Contractual Clauses will control.
8. Indemnity
   • To the extent permissible by law, Customer shall (a) defend VoiceOwl and its Affiliates (collectively, “Indemnified Parties”) from and against any and all claims, demands, suits, or proceedings made or brought against any of the Indemnified Parties by any third party (each, a “Claim”), and (b) indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, liabilities, fines and administrative fines, penalties, settlements,  and costs and expenses of any kind (including, without limitation, reasonable legal, investigatory and consultancy fees and expenses) incurred or suffered by any of the Indemnified Parties, in each case arising from any breach by Customer of this Addendum or of its obligations under applicable Data Protection Laws. VoiceOwl may participate in the defense and/or settlement of a Claim under this Section 7.1 with counsel of its choosing which can later be indemnified by the other party.
9. Severability
   • The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.
10. Technical and Organisational Security Measures

Description of the technical and organizational security measures implemented by VoiceOwl as the data processor/data importer to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

• Security
  • Security Management System.
    • Organization. VoiceOwl designates qualified security personnel whose responsibilities include the development, implementation, and ongoing maintenance of the Information Security Program.
    • Policies. Management reviews and supports all security-related policies to ensure the security, availability, integrity, and confidentiality of Customer Personal Data.  These policies are updated at least once annually.
    • Assessments. VoiceOwl engages a reputable independent third party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
    • Risk Treatment. VoiceOwl maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management, and patch management to identify and protect against potential threats to the security, integrity, or confidentiality of Customer Personal Data.
    • Vendor Management. VoiceOwl maintains an effective vendor management program
    • Incident Management. VoiceOwl reviews security incidents regularly, including effective determination of root causes and corrective action.
    • Standards. VoiceOwl operates an information security management system that complies with the requirements of ISO/IEC 27001:2013 standard.
  • Personnel Security.
    • VoiceOwl personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. VoiceOwl conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice, and statutory regulations.
    • Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, VoiceOwl’s confidentiality, privacy, and security policies. Personnel are provided with privacy and security training on how to implement and comply with the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications). VoiceOwl’s personnel will not process Customer Personal Data without authorization.
  • Access Controls
    • Access Management. VoiceOwl maintains a formal access management process for the request, review, approval, and provisioning of all personnel with access to Customer Personal Data to limit access to Customer Personal Data and systems storing, accessing or transmitting Customer Personal Data to properly authorized persons having a need for such access. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.
    • Infrastructure Security Personnel. VoiceOwl has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. VoiceOwl’s infrastructure security personnel are responsible for the ongoing monitoring of VoiceOwl’s security infrastructure, the review of the Services, and for responding to security incidents.
    • Access Control and Privilege Management. VoiceOwl’s and Customer’s administrators and end users must authenticate themselves via a Multi-Factor authentication system or via a single sign-on system in order to use the Services
    • Internal Data Access Processes and Policies – Access Policy. VoiceOwl’s internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration, or destruction of Customer Personal Data. VoiceOwl designs its systems to only allow authorized persons to access data they are authorized to access based on principles of “least privileged” and “need to know”, and to prevent others who should not have access from obtaining access.  VoiceOwl requires the use of unique user IDs, strong passwords, two-factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; a need-to-know basis; and must be in accordance with VoiceOwl’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies follow industry standard practices. These standards include password complexity, password expiry, password lockout, restrictions on password reuse and re-prompt for passwords after a period of inactivity
  • Data Center and Network Security
    • Data Centers.
      • VoiceOwl has AWS as its data center.
      • Multi Availability Zones are enabled on AWS and VoiceOwl conducts Backup Restoration Testing on a regular basis to ensure resiliency.
      • Server Operating Systems. VoiceOwl’s servers are customized for the application environment and the servers have been hardened for the security of the Services. VoiceOwl employs a code review process to increase the security of the code used to provide the Services and enhance the security of products in production environments.
      • Disaster Recovery. VoiceOwl replicates data over multiple systems to help to protect against accidental destruction or loss. VoiceOwl has designed and regularly plans and tests its disaster recovery programs.
      • Security Logs. VoiceOwl’s systems have logging enabled to their respective system log facility in order to support the security audits and monitor and detect actual and attempted attacks on, or intrusions into, VoiceOwl’s systems.
      • Vulnerability Management. VoiceOwl performs regular vulnerability scans on all infrastructure components of its production and development environment.  Vulnerabilities are remediated on a risk basis, with Critical, High, and Medium security patches for all components installed as soon as commercially possible.
    • Networks and Transmission.
      • Data Transmission. Transmissions in the production environment are transmitted via Internet standard protocols.
      • External Attack Surface. AWS Security Group, equivalent to a virtual firewall, is in place for the Production environment on AWS.
      • Incident Response. VoiceOwl maintains incident management policies and procedures, including detailed security incident escalation procedures. VoiceOwl monitors a variety of communication channels for security incidents, and VoiceOwl’s security personnel will react promptly to suspected or known incidents, mitigate the harmful effects of such security incidents, and document such security incidents and their outcomes.
      • Encryption Technologies. VoiceOwl makes HTTPS encryption (also referred to as SSL or TLS) available for data in transit.
    • Data Storage, Isolation, Authentication, and Destruction. VoiceOwl stores data in a multi-tenant environment on AWS Data, the Services database, and file system architecture are replicated between multiple availability zones on AWS. VoiceOwl logically isolates the data of different customers. A central authentication system is used across all Services to increase uniform security of data. VoiceOwl ensures secure disposal of Client Data through the use of a series of data destruction processes.

11. • The Addendum considers the following and follows:
      • Privacy by Design and Default
      • Achieving security of Processing
      • Notification of breaches involving Customer Personal Data to the relevant Supervisory Authority
      • Notification of breaches involving Customer Personal Data to Customer
      • Conducting Privacy Impact Assessment where appropriate and required by applicable Data Protection Law
      • Assurance of VoiceOwl’s assistance if prior consultations with relevant Supervisory Authorities are needed and required by applicable Data Protection Laws.
    • VoiceOwl and the Customer shall comply with all statutory and regulatory requirements.
    • In the event, a Data Subject wishes to exercise its Data Subject rights under applicable Data Protection Law, including, but not limited to, a Data Subject’s right of access, correction, and/or erasure of its Personal Data in VoiceOwl’s control, the Data Subjects can submit such request done by contacting VoiceOwl’s Data Protection Officer (DPO) below. Also raising concerns and/or any complaints related to the Customer’s Personal Data can be done by contacting the Data Protection Officer below:

Email ID: [email protected]