RiteBot Chatbot Platform
Welcome to RiteBot, an easy-to-use, multi-messaging chatbot platform (“platform”) that allows non-developers, companies, individuals, and agencies to easily build, train, manage and analyze their chatbots. Please read on to learn the terms that govern your use of RiteBot website(s), services and platform. If you have any questions, comments, or concerns regarding these terms or the Services, please feel free to mail
2. Platform Access
2.1.1. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13
2.1.2. We do not knowingly collect or solicit personally identifiable information from children under 13. If you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.
2.1.3. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.
2.1.4. If you believe that a child under 13 may have provided us with personal information, please contact us at [email protected]
2.2 Registration and Account Integrity
2.2.1. As part of the registration process, you will need to sign up and create an account, including a username & password, on the platform (app.ritebot.com).
2.2.2. Your registration on the platform provides you access to a number of features and services which are permissible to be accessed only by you. This registered account and its credentials are not to be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to you.
2.2.3. If, for any reason, you suspect that your username & password has been disclosed to, or obtained, by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username & password or other details.
3. Usage of Platform
3.1.1. We provide you with a platform interface and a related set of services (“Services”) which can enable you to subscribe and use the same for the creation, modification and maintenance of chatbot programs that may help you improve your business process(es) in an as-is condition.
3.1.2. On registration, and subject to Section 5 (when applicable), we will grant you the right to access and use the Platform, and any related functionality, in accordance with the Terms mentioned in this document
3.1.3. Your use of the Services is also governed by (and subject to) different platform policies that RiteBot can be integrated with and which are hereby incorporated by reference and are a part of these Terms.
3.2 Limitations of Service
3.2.1. It is acknowledged and agreed upon that you are completely responsible for evaluating the integrity, quality, accuracy, or reliability of any data provided to us before making/ implementing any decisions based on this information and any consequences that arise out of this.
3.2.2. You acknowledge that we do not assume any liability for any data handled/generated by you on the platform
3.2.3. The licenses granted herein are only to allow you to connect to and use the Services for your personal or internal business use. You will not use the services to perform natural language processing for any third parties.
3.4 Temporary Suspension of Services
3.4.1. We may temporarily limit or suspend the Services from time to time at our discretion including performing upgrades too, and maintenance of, the platform.
3.5 Unacceptable Use of Services and User Conduct
3.5.1. You represent, warrant, and agree that you will not create and/or contribute any Content or User Submission (each of those terms is defined below) or otherwise create any chatbots or use the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including RiteBot);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
(d) Jeopardizes the security of your RiteBot account or anyone else’s (such as allowing someone else to log in to the Services as you).
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user.
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes.
(g) Runs Mail list, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Service's infrastructure);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(i) Copies or stores any significant portion of the Content.
(j) Decompiles, reverse engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
(k) Is non-compliant with any international agreements on Global Data Privacy Regulations (GDPR) and The Children’s Online Privacy Protection Act (“COPPA”) and any of its revisions, changes, or impacts that are listed and will be communicated to you in case of any changes from the current regulation
3.5.2. A violation of any of the foregoing is grounds for termination of your right to use or access the Services, with or without notice, and surrender of your contact information, data, and intelligence that you have built on the platform, subject to legal notices received by a regulatory body received in such a situation.
3.6 Account Access
3.6.1. As discussed in Section 2.2, you are solely responsible for the credentials to your account and for any activity that happens in the account, intentionally or unintentionally.
3.6.2. In case any unwarranted activity is noticed, you should notify us immediately by sending an email to [email protected]
3.7 System Maintenance
3.7.1. You are responsible to maintain and upgrade any OS or systems that are used to access the platform. Any problem caused in the use of the platform because of older/legacy/unsupported systems is solely your responsibility.
3.8 Compliance with Laws
3.8.1. You shall comply with all applicable laws including the ones around the protection of personal information and data privacy.
3.9 Compliance by Users
3.9.1. You will need to ensure that your Users are informed that they are governed by, and hence comply with, all applicable laws, including laws governing the protection of personal information.
4.1 Data Ownership
4.1.1. As defined in the Data Processing Agreement, all information shared with us is owned by you. We are not responsible for evaluating its integrity, quality, accuracy, or reliability.
4.1.2. You acknowledge that the responsibility of any data provided/used on the platform is your responsibility. Any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade is also your responsibility.
4.2 Copyrighted Material
4.2.1. Digital Millennium Copyright Act (the “DMCA”) relates to online service providers, like us, who are responsible to remove any material that allegedly violates someone’s copyright.
4.2.2. We respect others’ intellectual property rights, and we reserve the right to delete or disable any such content, and to terminate any account(s) that is/are alleged repeat-infringers.
4.3 Content Monitoring
4.3.1. Any information or content publicly posted or privately transmitted through the Services, and any chatbots created using the platform, are the sole responsibility of the person from whom such content originated. You should access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.
4.3.2. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. You hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the platform.
4.3.3. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
4.3.5. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, we will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any liability arising from your use of any third-party website or service.
4.3.6. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
4.3.7. If there is a dispute between participants on this site, or between users and any third party, or a dispute arising out of violation of terms and conditions set forth here for the use of the Platform, you agree that we are under no obligation to become involved. If you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
4.4 Data Processing, Access and Backups
4.4.1. We may utilize the services of multiple sub-processors to provide the services.
4.4.2. Any data collected by us through our services shall be as defined by us in the Data Processing Agreement
4.4.3. You should take all required backups of your data prior to requesting a downgrade (or termination) in service
4.5.1. We do not explicitly collect any personal information such as age, gender, address, etc. unless shared
5 Disclaimer of Warranty
5.1.1. Neither RiteBot, nor its licensors or suppliers, make any representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. We are not responsible for any links to third-party websites from the Service and the inclusion of any link does not imply an endorsement of a third-party website or service by us
5.1.2 THE SERVICES AND CONTENT ARE PROVIDED BY RITEBOT (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
5.1.3 ANY USE OF THE SERVICES IS AT YOUR OWN RISK. THE SOFTWARE MAY CONTAIN BUGS, AND ERRORS. WE DO NOT WARRANT THE PERFORMANCE OF THE SERVICES, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION
5.2 Use of the Internet
5.2.1. Our Services are provided over the Internet. As such, the Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond our control.
5.2.2 We do not warrant that the services will be uninterrupted or that you will be able to access or use the Services at the location and times of your choosing.
5.3 Technical Support
5.3.1. We provide all kinds of technical support for any issues/roadblocks to the usage of the available services, based on our Support Policy.
5.3.2 The support would be provided over email. All communications regarding the same are expected to be directed to [email protected]
5.3.3. We reserve the right not to provide a full technical support service to free or trial account, users.
5.3.4 You are solely responsible for the procurement of any hardware or services required to use the Services, including any computers, servers, or Internet access.
6 Liability Limits
6.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL RITEBOT (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO RITEBOT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
6.2 We shall not be liable for any indirect, consequential, exemplary, incidental, special, or punitive damages, including loss of profits.
6.3 EXCEPT AS STATED IN SECTION 7.1, RITEBOT AND ITS AFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, OUR LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE.
7.1. To the fullest extent allowed by applicable law, you agree to indemnify and hold us, and our affiliates, officers, agents, employees, and partners harmless from and against any claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account, including those mentioned in Section 3.5), (b) your violation of these Terms, or (c) your infringement upon any intellectual property or other proprietary rights of any person or entity.
7.2 In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
7.3. We may, at our own expense, assume the defense and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.
8.1 Intellectual Property
8.1.1. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including RiteBot’s) rights.
8.1.2 You understand that we own the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
8.2 User Submissions
8.2.1. Anything you (or your users) post, upload, share, store, or otherwise provide through the Services, including any chatbots you create and/or communicate with through the Services, is your “User Submission.”
8.2.3. For all User Submissions, you hereby grant us a license to translate, modify (for technical purposes, for example making sure your content is viewable on an Android device as well as a desktop) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
8.2.4 If you store a User Submission in your own personal RiteBot account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant us the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
8.2.5. If you share a User Submission only in a manner that only certain specified users can view; for example, a private message to a chatbot (a “Limited Audience User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission and to use and exercise all rights in it, as permitted by the functionality of the Services.
8.2.6 If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Public User Submission to make that Public User Submission is accessible to all RiteBot users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission and to use and exercise all rights in it, as permitted by the functionality of the Services.
8.2.7 You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. All chatbots created through the Services will automatically include attribution to RiteBot. You agree not to remove, modify, or obscure the RiteBot attribution. In addition, you hereby grant us a nonexclusive license to use any chatbots you create using the Services in RiteBot’s marketing materials (such as on RiteBot.com). Finally, you understand and agree that RiteBot, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connecting networks, devices, services, or media, and the foregoing licenses include the rights to do so.
9.1 Effective Date of Terms
9.1.1. The Terms mentioned here are a binding contract between you and us
9.1.2 The general terms are effective as of the first date that a customer or a user of the website accesses or uses the RiteBot platform or website until they are terminated by both or any of the parties in accordance with Section 10.2.
9.1.3 This Agreement is effective until terminated by you or by us.
9.1.4 Any Additional Services subscribed to post-termination will be subject to ac is licensed only for the Subscription Period selected during the registration or upgrade. The Subscription Period may be renewed by paying an additional license fee as set forth on the RiteBot website. This renewal fee may be charged automatically to the credit card used to initially pay for the Services.
9.2 Termination by You
9.2.1. You’re free to stop using the Services at any time; just email us at [email protected] to notify us.
9.2.2 Services may be terminated by notifying RiteBot of your intent to terminate this Agreement. Notification of termination must be sent by email to [email protected] Your termination will be effective upon RiteBot’s receipt and processing of the email. Processing may take up to 24 hours.
9.2.3 Any Additional Services subscribed to post-termination will be licensed only for the Subscription Period selected during the registration or upgrade, and after payment of the relevant fees.
9.3 Termination by RiteBot
9.3.1. We are free to terminate (or suspend access to) your use of the Services or your account, for any reason at our discretion, including your breach of these Terms (as described in Section 3.5). We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
9.3.2 We may terminate this Agreement at any time and for any reason. We may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If we deem your use to be excessive, we may terminate your account or adjust the price of the Services.
9.3.3 Any Additional Services subscribed to post-termination will be subject to review by us and can be availed only if found acceptable. The additional services will then be treated as a new registration and will be licensed only for the Subscription Period selected during the registration, and after payment of the relevant fees.
9.4 Events upon Termination
9.4.1. Account termination may result in the destruction of any chatbots and Content associated with your account, so keep that in mind before you decide to terminate your account.
9.4.2 We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of RiteBot.
9.4.3 Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.
9.4.4 Upon termination, you must immediately cease using the Services. Upon termination, we may disable further use of the Services or related Services without further notice and may delete, remove, and erase any account information and any data stored by us. Such deletions are at our sole discretion and may occur without notice to you. No refunds shall be given for any reason.
9.5 Refunds on Termination
9.5.1. Section 5.5 (No Refunds) applies, regardless of the cause of termination, cancellation, or downgrade of subscription.
10.1.1. These Terms are governed by and will be construed under the laws of the USA, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in the USA, in English. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Texas (state), USA (Country). Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND RITEBOT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
10.1.2 These general terms shall be governed solely by the laws of the United States of America without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in the Republic of India.
10.2 Force Majeure
10.2.1. We shall not be liable by reason of any failure or delay in performance of its obligation on account of an unforeseeable and irresistible event, including external causes with the same characteristics (a “Force Majeure”), which may include DOS attack, strikes, shortages, riots, fires, the act of god, failure by a third party hosting or utility provider, war, terrorism and government action.
10.3.1. RiteBot may send notices to the customer’s email contact points provided by the customer, under these terms. You may send notices pursuant to these terms at [email protected] All notices will be considered received 24 hours after they are sent.
10.3.2. All questions, notices, demands, or requests to RiteBot concerning this Agreement shall be made in writing to: [email protected]
10.4 Assignment & Successors
10.4.1. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without RiteBot’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
10.4.2. These Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
10.4.3. You may not assign or transfer, or purport to assign or transfer, any of your rights, duties,
or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. RiteBot may assign or transfer this Agreement in its sole discretion.
10.5.1. As we are constantly trying to improve our platform, the Terms may be subject to change
10.5.2. We reserve the right, and may amend, the Terms of this agreement and related services offered under this agreement (including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services) at any time, at our sole discretion without notice.
10.5.3. In case of any such amendments, we will bring it to your attention by notifying you through an email, post on RiteBot website, and/or by some other means, as far as possible.
10.5.4. The amendments made will be effective immediately after posting it. Continued use of the Services after the amendment constitutes your acceptance of the same.
10.5.5. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.
10.5.6. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
10.6.1. No waiver, delay, or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination or the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
10.6.2. Failure by us to enforce any accrued rights under these Terms & Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing
10.7.1. The foregoing paragraphs, sub-paragraphs, and clauses of these Terms & Conditions shall be read and construed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs, or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs, and clauses.
10.7.2. If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired, or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.
11 Entire Agreement
11.2. The Agreement supersedes all prior agreements, understandings, and arrangements related to the subject matter. No representation, undertaking, or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement.
12 Acceptance Signature
12.5.1. As we are constantly trying to improve our platform, the Terms may be subject to change
12.5.2. We reserve the right, and may amend, the Terms of this agreement and related services offered under this agreement (including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services) at any time, at our sole discretion without notice.
12.5.3. In case of any such amendments, we will bring it to your attention by notifying you through an email, post on RiteBot website, and/or by some other means, as far as possible.
12.5.4. The amendments made will be effective immediately after posting it. Continued use of the Services after the amendment constitutes your acceptance of the same.
12.5.5. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.
12.5.6. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Addendum – RiteBot Data Processing Agreement
This RiteBot Data Protection Addendum (“Addendum”) including the Standard Contractual Clauses forms part of the agreement between the parties as defined by the RiteBot Customer Terms of Service (“Agreement”)
The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended by, and including, this Addendum.
In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
1. ”Applicable Laws” means (a) European Union or Member State laws with respect to any Company Personal Data in respect of which any Company Group Member is subject to EU Data Protection Laws, and (b) any other applicable law with respect to any Company Personal Data in respect of which any Company Group Member is subject to any other Data Protection Laws;
2.”Company Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Company, 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;
3.”Company Group Member” means Company or any Company Affiliate;
4.”Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of a Company Group Member pursuant to or in connection with the Agreement;
5.”Contracted Processor” means Vendor or a Sub-processor;
6.”Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
7.”EEA” means the European Economic Area;
8.”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.
9.”GDPR” means EU General Data Protection Regulation 2016/679;
10.” Restricted Transfer” means:
10.1. a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or
10.2. an onward transfer of Company Personal Data from a Contracted Processor to a Contracted 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) in the absence of the Standard Contractual Clauses to be established under section [6.4.3 or] 12 below;
11.” Services” means the services and other activities to be supplied to or carried out by or on behalf of Vendor for Company Group Members pursuant to the Agreement.
12.”Standard Contractual Clauses” means the contractual clauses set out in Annex 2, amended as indicated (in square brackets and italics) in that Annex and under section 13.4;
13.”Sub-processor” means any person (including any third party and any Vendor Affiliate, but excluding an employee of Vendor or any of its sub-contractors) appointed by or on behalf of Vendor or any Vendor Affiliate to Process Personal Data on behalf of any Company Group Member in connection with the Agreement; and
14.”Vendor Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Vendor, 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.
15.“Vendor” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Vendor, 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.
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
1.Vendor and each Vendor Affiliate shall:
1. Not Process Company Personal Data other than on the relevant Company Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Vendor or the relevant Vendor Affiliate shall to the extent permitted by Applicable Laws inform the relevant Company Group Member of that legal requirement before the relevant Processing of that Personal Data.
2.Each Company Group Member:
1.instructs Vendor and each Vendor Affiliate (and authorizes Vendor and each Vendor Affiliate to instruct each Sub-processor) to:
1.Process Company Personal Data; and
2.in particular, transfer Company Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Agreement; and
2.warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instruction set out in section 2.2.1 on behalf of each relevant Company Affiliate.
3. Annex 1 to this Addendum sets out certain information regarding the Contracted Processors’ Processing of the Company Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Company may make reasonable amendments to Annex 1 by written notice to the Vendor from time to time as Company reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this section) confers any right or imposes any obligation on any party to this Addendum.
3. Vendor and Vendor Affiliate Personnel
Vendor and each Vendor Affiliate 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 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.
1. Taking into account the state of the art technology being used in the platform, 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, Vendor and each Vendor Affiliate 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.
2. In assessing the appropriate level of security, Vendor and each Vendor Affiliate shall take into account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
1. Each Company Group Member authorizes Vendor and each Vendor Affiliate to appoint (and permit each Sub-processor appointed in accordance with this section 5 to appoint) Sub-processors in accordance with this section 5 and any restrictions in the Agreement.
2. Vendor and each Vendor Affiliate may continue to use those Sub-processors already engaged by Vendor or any Vendor Affiliate as at the date of this Addendum, subject to Vendor and each Vendor Affiliate in each case as soon as practicable meeting the obligations set out in section 5.4.
3. Vendor shall give Company prior written notice of the appointment of any new Sub-processor, including full details of the Processing to be undertaken by the Sub-processor. If, within 30 days of receipt of that notice, Company notifies Vendor in writing of any objections (on reasonable grounds) to the proposed appointment: Neither Vendor nor any Vendor Affiliate shall appoint (or disclose any Company Personal Data to) that proposed Sub-processor until reasonable steps have been taken to address the objections raised by any Company Group Member and Company has been provided with a reasonable written explanation of the steps taken.
4. With respect to each Sub-processor, Vendor or the relevant Vendor Affiliate shall:
1. Before the Sub-processor first Processes Company Personal Data (or, where relevant, in accordance with section 5.2), carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Company Personal Data required by the Agreement;
2. Ensure that the arrangement between on the one hand (a) Vendor, or (b) the relevant Vendor Affiliate, or (c) the relevant intermediate Sub-processor; and on the other hand the Sub-processor, is governed by a written contract including terms which offer at least the same level of protection for Company Personal Data as those set out in this Addendum and meet the requirements of Article 28(3) of the GDPR;
3. If that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between on the one hand (a) Vendor, (b) the relevant Vendor Affiliate, or (c) the relevant intermediate Sub-processor; and on the other hand the Sub-processor, or before the Sub-processor first Processes Company Personal Data procure that it enters into an agreement incorporating the Standard Contractual Clauses with the relevant Company Group Member(s); and
4. Provide to Company for review such copies of the Contracted Processors’ agreements with Sub-processors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum) as Company may request from time to time.
5.Vendor and each Vendor Affiliate shall ensure that each Sub-processor performs the obligations, as they apply to Process of Company Personal Data carried out by that Sub-processor as if it were party to this Addendum in place of Vendor.
6. Data Subject Rights
Vendor will provide reasonable assistance, including technical and organizational measures and taking into account the nature of the Processing, to enable the Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law.
If such request is made directly to Vendor, Vendor will promptly inform Company Group Member and will advise Data Subjects to submit their request to the Company Group Member directly, who shall be solely responsible for responding to any Data Subjects’ requests.
7. Personal Data Breach
1. Vendor shall notify Company without undue delay upon Vendor or any Sub-processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow each Company Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
2. Vendor shall co-operate with Company and each Company Group Member 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
Vendor and each Vendor Affiliate shall provide reasonable assistance to each Company Group Member 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 of any Company Group Member 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
Other than to the extent required to comply with Data Protection Law, following termination or expiry of the Agreement, Processor will return or delete all Personal Data processed pursuant to this DPA in a reasonable time frame. If Processor is unable to delete Personal Data for technical or other reasons, Processor will apply measures to ensure that Personal Data is blocked from any further Processing.
1. Vendor and each Vendor Affiliate shall make available to each Company Group Member on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by any Company Group Member or an auditor mandated by any Company Group Member in relation to the Processing of the Company Personal Data by the Contracted Processors.
2. Information and audit rights of the Company Group Members 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 (including, where applicable, article 28(3)(h) of the GDPR).
3. Company or the relevant Company Affiliate undertaking an audit shall give Vendor or the relevant Vendor Affiliate reasonable notice of any audit or inspection to be conducted under section 10.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the Contracted Processors’ premises, equipment, personnel, and business while its personnel is on those premises in the course of such an audit or inspection.
A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
1. To any individual unless he or she produces reasonable evidence of identity and authority.
2. Outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Company or the relevant Company Affiliate undertaking an audit has given notice to Vendor or the relevant Vendor Affiliate that this is the case before attendance outside those hours begins; or
3. For the purposes of more than [one] audit or inspection, in respect of each Contracted Processor, in any [calendar year], except for any additional audits or inspections which:
Company or the relevant Company Affiliate undertaking an audit reasonably considers necessary because of genuine concerns as to Vendor’s or the relevant Vendor Affiliate’s compliance with this Addendum; or
A Company Group Member is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,
where the Company or the relevant Company Affiliate undertaking an audit has identified its concerns or the relevant requirement or request in its notice to Vendor or the relevant Vendor Affiliate of the audit or inspection.
11. Restricted Transfers
1.Subject to section 11.3, each Company Group Member (as “data exporter”) and each Contracted Processor, as appropriate, (as “data importer”) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Company Group Member to that Contracted Processor.
2.The Standard Contractual Clauses shall come into effect under section 11.1 on the later of:
1.the data exporter becoming a party to them.
2.the data importer becoming a party to them; and
3.commencement of the relevant Restricted Transfer.
3.Section 11.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consent from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
12. General Terms
RiteBot will process Personal Data in accordance with the GDPR requirements contained herein which are directly applicable to RiteBot’s provision of the Subscription Services.
1. Nothing in this Addendum reduces Vendor’s or any Vendor Affiliate’s obligations under the Agreement in relation to the protection of Personal Data or permits Vendor or any Vendor Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
2. Subject to section 12.1, about the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.
3. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
3.commencement of the relevant Restricted Transfer.
3.Section 11.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consent from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
Standard Contractual Clauses (Processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,
The Customer, as defined in the RiteBot Customer Terms of Service (the “data exporter”)
Rite Group Inc; 16000 Park Ten Place, Suite 702, Houston, TX – 77084(the “data importer”),
each a ‘party’; together ‘the parties,
HAVE AGREED on the following Contractual Clauses (the Clauses) to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1 – Definitions
For the purposes of the Clauses:
(a) ‘personal data, ‘special categories of data, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’, and ‘supervisory authority shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
(b) ‘the Data Exporter’ means the controller who transfers the personal data.
(c) ‘the Data Importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC.
(d) ‘the Sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract.
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established.
(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2 – Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3 – Third-party beneficiary clause
-The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as a third-party beneficiary.
-The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
-The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
– The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4 – Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data, has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State.
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses.
(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract.
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures.
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC.
(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension.
(h) to make available to the data subjects upon request a copy of the Clauses, except for Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information.
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of the data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5 – Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract.
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred.
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.
(ii) any accidental or unauthorized access; and
(iii) any request received directly from the data subjects without responding to that request unless it has been otherwise authorized to do so.
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred.
(f) at the request of the data, exporter to submit its data-processing facilities for an audit of the processing activities covered by the Clauses which shall be carried out by the data exporter, or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter.
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent.
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
Clause 6 – Liability
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
Clause 7 – Mediation and jurisdiction
The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority.
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
– The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8 – Cooperation with supervisory authorities
– The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
– The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
– The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
Clause 9 – Governing law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10 – Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business-related issues where required as long as they do not contradict the Clause.
Clause 11 – Subprocessing
– The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
– The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
– The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
– The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Clause 12 – Obligation after the termination of personal data-processing services
-The parties agree that on the termination of the provision of data-processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
– The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Appendix 1 to the Standard Contractual Clauses
This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
A. Data exporter
The data exporter is the Customer, as defined in the RiteBot Customer Terms of Service (“Agreement”).
B. Data importer
The data importer is Rite Software, Inc., a global provider of chatbots and customer engagement software.
C. Data subjects
Categories of data subjects are set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.
D. Categories of data
E. Special categories of data (if appropriate)
The parties do not anticipate the transfer of special categories of data.
F. Processing operations
The processing activities are set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Clauses.
Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
RiteBot currently observes the security practices as described in this Appendix 2.
Notwithstanding any provision to the contrary otherwise agreed to by the data exporter, RiteBot may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement and the Addendum.
Hosting: RiteBot hosts its platform and services on outsourced sub-processors who adhere to strict physical and environmental guidelines. RiteBot maintains contractual relationships with such vendors in order to provide the Service in accordance with our Data Processing Agreement.
Authentication: Customer data is stored in multi-tenant systems whose access is provided via the platform via user interface or application programming interface. The authentication mechanism is put in place for such access with a defined policy for passwords. RiteBot’s authorization model enforces that only users with specified access can use the platform.
Access controls and monitoring: Network access control mechanisms are enabled to prevent access to unauthorized protocols keeping the underlying platform safe. RiteBot has systems in place to detect and notify abnormal network activity patterns.
RiteBot also performs periodic vulnerability detection scans to determine system risks.
Platform Data Access: A limited subset of RiteBot’s employees have access to the customer data who have abided by company Non-Disclosure Agreements. Such access is controlled and secured by two-factor authentication. A review is done at least twice a year to determine the roles and individuals requiring such access.
Background Checks: All RiteBot employees undergo background checks prior to the acceptance of their employment offer under the prevailing legal guidelines. All employees are required to act in a manner consistent with the company’s policies, non-disclosure, and other contractual requirements.
Data Transmission: All network communication on the platform happens over secured HTTPS protocol. RiteBot follows industry standard implementation for HTTPS.
Data at Rest: As of 25th of May, 2018, RiteBot has implemented changes to secure the data by using industry-standard encryption.
Detection: RiteBot logs data around platform access and usage, which includes alerting systems that would trigger in case of unintended or malicious use of the platform.
Security Incidents: An incident log is maintained of every incident where an abnormal platform use or data access is determined, including details and impact. On every incident, an impact analysis is performed and steps are taken to limit the damage to systems and unauthorized access.
Communication: If RiteBot becomes aware of unlawful access to customer data, RiteBot agrees to notify the customers of the incident. It also would communicate – information about the incident and steps taken for its resolution. Notification for such incidents will be sent to individual customers or such groups having been affected by the incident over email and/or phone or a medium RiteBot deems fit.
Availability: RiteBot via its infrastructure providers ensure a platform availability of 99.9% availability of the platform and supporting systems.
Backups: Data backups are taken for customer data and configurations at regular intervals. The periodicity of such backups may change without affecting the terms of the agreement.
List of Sub-Processors
Amazon Web Services, Inc.
Coviam Technology and Services Private Limited
For more details, email us at [email protected]