These “Terms & Conditions” set out the terms and conditions for access and use of the online digital platform Mito (“Platform”), which is owned independently and operated by Human Edge Advisory Services Private Limited (“Company”), and any videos, information, text, documents, medical, scientific, research materials and publications, graphics, photos or other materials relating to therapy areas and products, uploaded, downloaded or appearing on the Platform are created, owned or modified independently by the Company’s third party exclusive Platform partner (collectively referred to as “Content”). 

Your access to and use of the Platform and Content is conditioned on your acceptance of and compliance with these Terms & Conditions. By accessing or using the Platform and Content you agree to be bound by these 1) Terms & Conditions and 2) Privacy Policy published on the Platform. The Company may modify these Terms and Conditions or discontinue the Platform at any time without any prior written notice and you agree to be bound by such modifications or revisions. Any reference to the Terms and Conditions will mean a reference to the Terms and Conditions as amended or modified. If you do not agree to any of these Terms & Conditions, or Privacy Policy, please do not use the Platform.

Although we may attempt to notify you when major changes are made to these Terms & Conditions, you should periodically review the most up-to-date version on the web Platform. Nothing in these Terms & Conditions shall be deemed to confer any third-party rights or benefits.

1. Acceptance of the Terms and Conditions: Access to and use of this Platform is subject to the Terms and Conditions as set out herein and all applicable laws. By accessing and browsing this Platform, it is deemed that the User has read, understood and accepted, without limitation or qualification, the Terms and Conditions set out herein. The User also acknowledges that any agreement with the Company, to the extent they conflict with these Terms and Conditions, except where mutually agreed and expressly agreed by the Company to be so amended, are superseded and of no force or effect. If you do not agree to the Terms and Conditions, you may not access or use this Platform. Any User who uses or accesses the Platform from within India or outside India shall use or access the Platform and/or Contents entirely at the User’s own risk and remain responsible for compliance with the laws of the User’s jurisdiction.
   
   
2. Use of Information: User will use the Information only as a reference aid, and that such material is not intended to be (nor should it be used as) a substitute for the exercise of professional judgement. In view of the possibility of human error or changes in medical science, User should confirm the Information through independent sources. You should assume that everything you read or see on this Platform is copyrighted according to applicable laws, unless otherwise noted; and may not be used except as laid down in these Terms and Conditions. The Company neither warrants nor represents that the use of the Content will not infringe any rights of third parties. Use of this Platform does not confer any license or right to the Content or any copyright of the exclusive Platform partner of the Company in such Content. The trademarks, logos, service marks displayed on the Platform (collectively the “Trademarks”), are registered and unregistered trademarks of the Company and/or its exclusive Platform partner, as the case may be. Nothing in this Platform should be construed as granting any license or right to use any Trademarks or Information without the prior written permission of the Company and/or its exclusive Platform partner.
   
   
3. Medical Information: Information relating to any products or medical devices on this Platform (collectively the “Products”), scientific literature, research materials and presentations thereof or regarding therapy areas is provided by the Company’s exclusive Platform partner as part of Contents solely for reference use of healthcare professionals only and should not be accessed or used by any other individual or entity. This Platform is not intended towards any product promotion and is solely for knowledge advancement. Products may not be available in all countries or may be available under a different brand name, in different strengths, or for different indications.
   
   
4. Disclaimer of Liability: The Information, software, Products and services, included in or available through the Platform may include inaccuracies or typographical errors. The Company and/or its exclusive Platform partner assumes no liability or responsibility for any such errors and hereby disclaims all warranties and conditions, including all implied warranties and conditions of merchantability, fitness, title, completeness and non-infringement with regard to the aforementioned information. For the purposes of this clause, a reference to the Company and/or its exclusive Platform partner shall also deem to include a reference to the affiliates, directors, officers, employees, consultants of the Company and/or its exclusive Platform partner. The Company and/or its exclusive Platform partner cannot guarantee that the information on this Platform is accurate, complete or up-to-date. While the Company intends to make every attempt to keep the information in this Platform current, the owners of and contributors of Content to this Platform make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in this Platform. Since advice must be tailored to the specific circumstances of each case, nothing on this Platform should be used as a substitute for the advice of competent medical practitioner. User should always consult a doctor or other qualified healthcare professional regarding any questions about his/her health, any specific medical problem/issue or before making any treatment decisions.
   
   
5. User Information: Any communication, questions, comments, suggestions or material, which are in relation to general information or of an academic nature that the user transmits or posts on the Platform by electronic mail or otherwise (excluding any personal information) (“User Information”), may not be considered confidential or proprietary information. However, the Company may store or use the User Information limited to, reproduction, disclosure, transmission, publication, broadcast or further posting only for the following intended purposes: (a) respond to User queries regarding the Platform or its Contents, (b) have efficient communication and (c) to provide Users with efficient service, specifically in respect of the following: providing lifestyle recommendations based on multiple inputs from multiple channels (“Intended Purpose”). Upon termination of the services, the User acknowledges that the Company will transfer the User Information to the exclusive Platform partner or its designee only and thereafter, will be governed by the terms and conditions of the exclusive Platform partner. Notwithstanding the above, the Users are prohibited from altering the Platform or posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, profane material that could constitute or encourage conduct that would be considered a criminal offence, give rise to a civil liability or otherwise violate any law. The Company will cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting such information or materials. The user agrees to indemnify and hold the Company and its exclusive Platform partner and their respective affiliates, directors, employees, consultants harmless from any claim, demand or damage, including reasonable attorney fees due to or arising out of the users conduct as aforesaid.
   
   
6. Links: The Platform may contain links to third-party websites, which are provided as a convenience to the users. The tools do not give professional advice or recommend particular products. The links are not under the control of the Company, and inclusion of any link does not imply endorsement by the Company of such website. The Company and/or any of their respective Affiliates, Directors, employees, officers, consultants make no claim, and are not responsible for, any information found in such third-party websites. No personal data is collected through such links of the third-party websites and the Company is not collecting or storing or processing any such personal data in its server. The Company and/or its exclusive Platform partner shall not be responsible in any way for any data breach or any claims which happens through such third-party websites or plugins.
   
   
7. Non-transferrable: Users’ right to access the Platform and related websites is strictly non-transferable. Any password, right or access given to a user to the Platform is not transferable and remains the exclusive property of the Company. User is not authorised to access or use the Contents except through the Platform, unless expressly permitted under a separate arrangement with the exclusive Platform partner and the Company has no right to remove Content outside the Platform or provide access to the Content to the Users outside the Platform without the prior written consent of the exclusive Platform partner. 
   
   
8. No Advice: The Platform is designed to provide general information, academic and educational purposes to the healthcare professionals. The Platform does not intend to provide medical advice, nor does it provide instructions on the appropriate use of the Products.
   
   
9. Limitation of Liability: The Company (a) does not warrant the accuracy, completeness, currency or non-infringement of the Information provided in the Platform hereunder; and (b) expressly disclaims all warranties and conditions, express, implied or statutory, including without limitation the implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement. While the Content has been obtained from sources believed to be reliable, neither the Company nor its exclusive Platform partner, which is the content provider warrant the accuracy of the Content. The User shall obtain expert advice before relying on any Content. The use of the Platform is at the risk of the User. In no event shall the Company and/or its exclusive Platform partner or any of their respective affiliates, directors, employees, officers, consultants, be liable for, directly or indirectly, any damages of any kind or nature, including without limitation, direct, indirect, incidental, consequential, or any claims or losses, whether foreseeable or not; or whether the User has been informed of the possibility in advance, resulting from or in connection with the creation or use of, or reliance in the Platform, any other third-party website, the links contained in any Platform or the inability to use the Platform. This limitation includes damage to your computer equipment and/or mobile device (“Devices”) or any viruses that may infect your Devices. The Company and/or its exclusive Platform partner does not under any circumstance assume responsibility or liability for any of the ideas, suggestions, opinions, comments, observations or other materials made or posted or shared by the Users with the Company, and/or any text, data, photographs, video, music, sound, chat, messages, files or other material provided by Users (collectively, “User Submissions”) are not endorsed by the Company and/or its exclusive Platform partner, and there is no guarantee offered hereunder regarding the reliability, accuracy, or quality of any User Submission that is posted on the Platform. User shall evaluate and bear any risks related to the use of any User Submission, including any reliance on the accuracy, completeness, or usefulness of such User Submission. The Company and/or its exclusive Platform partner expressly disclaims any and all liability in connection with User Submissions. The Company, with express written consent of its exclusive Platform partner, reserves the right to remove Content and User Submissions in its sole discretion. The Company, with express written consent of its exclusive Platform partner, also reserves the right to terminate a User’s access to the Platform at any time, at its sole discretion, with prior notice. We do not offer medical advice, and nothing contained in the Content is intended to constitute professional advice for medical diagnosis or treatment. The information contained in the app and site delivers similar information to that of a textbook or other health resource. We accept no responsibility for the correctness of any diagnosis based in whole or in part upon the use of the Platform. The inclusion on the site of advertisements for specific products or manufacturers indicate endorsement by the Company. The Company and/or its exclusive Platform partner, or their respective directors, employees or agents, will not be responsible/ liable for any loss, damage, injury caused to a User arising out of use of the information on this Platform, including legal action arising out of medical negligence or other third-party action due to professional misconduct or omissions/acts of its service providers. Also, the Company and/or its exclusive Platform partner or their respective directors, employees or agents, will not be responsible/ liable for any loss or damage caused to its service providers as a result of any claim made by the User including any legal action arising out of professional misconduct or violation of applicable laws governing the profession of the service providers. The provision relating to the absence of liability of the Company and /or its exclusive Platform partner, survives the expiration or termination of these terms and use for any reason whatsoever. The Company and/or its exclusive Platform partner disclaims any warranties express or implied connected with use of the Content on the Platform including its quality, availability or accuracy.
   
   
10. Copyright Notice: This Platform and its entire content are subject to copyright protection. The Contents of the Platform should not be copied in any circumstances without the prior express consent of the exclusive Platform Partner of the Company and the Company. Except as expressly authorized herein, the User should not display, download, distribute, reproduce, republish, or transmit any information, text, images, documents contained in the Platform, without the express prior written consent of the Company and its exclusive Platform partner. The use of any Content from the Platform, without proper citation, is strictly prohibited and infringes on the intellectual property rights and may subject the User to civil and criminal penalties, including possible monetary damages, for copyright infringement. Any content, trademark(s), or other material that may be found on the Platform that is not the property of the Company’s or its exclusive Platform partner, remains the copyright of its respective owner(s). In no way does the Company’ or its exclusive Platform partner claim ownership or responsibility for such items, and you should seek legal consent for any use of such materials from its owner. The User is strictly prohibited from using any Content or incorporating portions of the Content into a different website. The User must first seek prior written permission from the Company’s exclusive Platform partner if the User intends to use any Content or incorporate portions of the Content into a different website. The User is not allowed to link to the Platform if the User is engaged in the publication or promotion of illegal, obscene, or offensive content, or if the link in any way negatively impacts the reputation of the Company and/or its exclusive Platform partner.
    
    
11. Miscellaneous: If any provision of the Terms and Conditions is held by a court of competent jurisdiction to be unlawful, invalid or void, the remaining provisions of the Terms and Conditions shall remain in full force and effect.
    
    
12. Governing Law: This Platform is controlled by the Company in Mumbai; as such the laws of India shall apply; and courts in Mumbai only shall have jurisdiction in respect of the Terms and Conditions. The Company reserves the right to change the terms of use of the Platform and its Contents subject to prior written notice to and approval from its exclusive Platform partner, as may be required from time to time. Users are advised to read the terms for regular updates each time they visit the Platform. The Company acknowledges the right of the Company’s exclusive Platform partner to delete any Content contained on the Platform without notice for any reason whatsoever.

• Although the Company will not be liable for your losses caused to you by any unauthorized use of your account, you may be liable for the losses of the Company and/or its exclusive Platform partner or others due to such unauthorized use.
• Content is provided to you on an “AS IS” basis. You may access Content for your information, academic, education and personal use solely for the Intended Purpose through the provided functionality of the Platform and as permitted under these Terms & Conditions. You shall not download any Content. 
• You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
• Our Services are not directed to persons under 18. If you become aware that your child has provided us with personal information without your consent, please contact us. If the Company becomes aware that an individual under 18 years of age has provided us with personal information, the Company shall take steps to remove such information and terminate the child’s account.
• Your Content and Conduct 
  • As an account holder of the Platform, the Users may submit texts, likes and user comments basis available technology features in the Platform, which you may voluntarily choose to use. You understand that the Company and/or its exclusive Platform partner does not guarantee any confidentiality with respect to any User Information.
• Warranty Disclaimer 

YOU AGREE THAT YOUR USE OF THE PLATFORM and CONTENT SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND/OR ITS EXCLUSIVE PLATFORM PARTNER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND/OR ITS EXCLUSIVE PLATFORM PARTNER EXCLUDES ALL WARRANTIES, CONDITIONS, TERMs OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS PLATFORM’S CONTENT OR THE CONTENT OF ANY PLATFORMS LINKED TO THIS PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. The data contained in Mito and the Human Edge website, including the text, images, and graphics, are for informational purposes only. Use of the app and site is not intended to be a substitute for professional medical, coaching and/or training judgement and you should promptly contact your own health care and/or provider regarding any medical conditions or medical questions that you have. THE APP AND WEB SITE 

• Indemnity 

To the extent permitted by applicable law, the User  agrees to defend, indemnify and hold harmless the Company, its parent corporation, and/or its exclusive Platform partner and their respective affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Platform and/or the Content; (ii) your violation of any term of these Terms & Conditions; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that the Content accessed and used by you and/or your User Information caused damage to a third party. It may be noted that this indemnity clause shall survive even if you cease to be the User of the Platform.

• Ability to Accept Terms of Service 

You affirm that you are either more than 18 years of age and are fully able and competent to enter into the Terms & Conditions, obligations, affirmations, representations, and warranties set forth in these Terms & Conditions, and to abide by and comply with these Terms & Conditions of Service. You acknowledge that we have given you a reasonable opportunity to review these Terms & Conditions and that you have agreed to them.

• Assignment 

These Terms & Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by the user.

DATA PROTECTION ADDENDUM

This Data Protection Addendum ("Addendum"), dated 3rd July 2023, and effective as of the Addendum Effect Date (as defined below), forms part of the Terms of Service ("Terms") between (i) Human Edge ("Human Edge") and (ii) <Enter the name of the other party> each being a “Party” and together the “Parties”.

The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Terms and references in this Addendum to the Terms are to the Terms as amended by, and including, this Addendum.

1. Definitions

1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

• "Addendum Effective Date" has the meaning given to it in section 2;
• "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Client or Human Edge (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;
• "Client Personal Data" means any Personal Data Processed by Human Edge (i) on behalf of Client (including for the sake of clarity, any Client Affiliate), or (ii) otherwise Processed by Human Edge, in each case pursuant to or in connection with instructions given by Client in writing, consistent with the Terms;
• "Controller to Processor s" means the Standard Contractual Clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC set out in Decision 2010/87/EC as the same are revised or updated from time to time by the European Commission;
• "Data Protection Laws" means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons, and (ii) to the extent not included in sub-clause (i), the Data Protection Act 1998 of the United Kingdom, as amended from time to time, and including any substantially similar legislation that replaces the DPA 1998;
• "Privacy Shield" means the EU-US Privacy Shield Framework; and
• "Services" means the services to be supplied by Human Edge to Client or Client Affiliates pursuant to the Terms.

1.2 The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor" and “Supervisory Authority” have the same meanings as described in applicable Data Protection Laws, and cognate terms shall be construed accordingly.

1.3 Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Terms.

2. Formation of this Addendum

This Addendum is deemed agreed by the Parties and comes into effect on the “Addendum Effective Date”, being the later of (i) the date that this Addendum is accepted by Client; and (ii) Human Edge.

3. Roles of the Parties

The Parties acknowledge and agree that with regard to the Processing of Client Personal Data, and as more fully described in Annex 1 hereto, Client acts as a Controller and Human Edge acts as a Processor (as defined in section 5.2.4 below).

The Parties expressly agree that Client shall be solely responsible for ensuring timely communications to Client’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 Client’s Affiliates or the relevant Controller(s) to comply with such Laws.

4. Description of Personal Data Processing

In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the details of the Processing of the Client Personal Data to be Processed by Human Edge pursuant to this Addendum, as required by Article 28(3) of the GDPR. Either Party may make reasonable amendments to Annex 1 by written notice to the other Party and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party.

5. Data Processing Terms

5.1

Client shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum. As between the Parties, Client shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Human Edge of Client Personal Data. Client agrees not to provide Human Edge with any data concerning a natural person’s health, religion, or any special categories of data as defined in Article 9 of the GDPR.

5.2

Human Edge shall comply with all applicable Data Protection Laws in the Processing of Client Personal Data and Human Edge shall:

5.2.1

process the Client Personal Data relating to the categories of Data Subjects for the purposes of the Terms and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Client, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Terms including with regard to transfers of Client Personal Data to a third country outside to an international organization; Human Edge shall immediately inform Client if, in Human Edge’s opinion, an instruction infringes applicable Data Protection Laws;

 

5.2.2

ensure that persons authorized to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

5.2.3

implement and maintain the technical and organizational measures set out in the Terms 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 any further appropriate technical and organizational measures necessary to ensure a level of security appropriate to the risk of the Processing of Client Personal Data as per following:

(a) pseudonymization and encryption of Client Personal Data;

(b) ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services that process Client Personal Data;

(c) restoring availability and access to Client Personal Data in a timely manner in the event of a physical or technical incident; and

(d) regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Client Personal Data.

Any amendment to such agreed measures that is necessitated by Client shall be dealt with via an agreed change control process between Human Edge and Client;

5.2.4

Client (on behalf of the relevant Controller(s), as applicable), hereby expressly and specifically authorizes Human Edge to engage another Processor to Process the Client Personal Data ("Other Processor"), and specifically the Other Processors listed in Annex 2 hereto, subject to Human Edge's:

(a)notifying Client of any intended changes to its use of Other Processors listed in Annex 2 by emailing notice of the intended change to Client;

(b)including data protection obligations in its contract with each Other Processor that are materially the same as those set out in this Addendum; and

(c) remaining liable to the Client for any failure by each Other Processor to fulfill its obligations in relation to the Processing of the Client Personal Data.

In relation to any notice received under section 5.2.4 a., the Client shall have a period of 30 (thirty) days from the date of the notice to inform Human Edge in writing of any reasonable objection to the use of that Other Processor. The parties will then, for a period of no more than 30 (thirty) days from the date of the Client's objection, work together in good faith to attempt to find a commercially reasonable solution for the Client which avoids the use of the objected-to Other Processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Terms) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty, or indemnification whatsoever;

5.2.5

to the extent legally permissible, promptly notify Client of any communication from a Data Subject regarding the Processing of Client 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 Client Personal Data and, taking into account the nature of the Processing, assist Client (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Client’s, Client’s Affiliates’ or the relevant Controller(s)’ obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR; Client agrees to pay Human Edge for time and for out of pocket expenses incurred by Human Edge in connection with the performance of its obligations under this Section 5.2.5;

5.2.6

upon Human Edge’s becoming aware of a Personal Data Breach involving Client Personal Data, notify Client without undue delay, of any Personal Data Breach involving Client Personal Data, such notice to include all information reasonably required by Client (or the relevant Controller) to comply with its obligations under the applicable Data Protection Laws;

5.2.7

to the extent required by the applicable Data Protection Laws, provide reasonable assistance to Client, Client’s Affiliates’ or the relevant Controller(s)’ with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and information available to Human Edge; Client agrees to pay Human Edge for time and for out of pocket expenses incurred by Human Edge in connection with any assistance provided in connection with Articles 35 and 36 of the GDPR;

5.2.8

cease Processing the Client Personal Data upon the termination or expiry of the Terms, and at option of Client, Client’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 Client Personal Data Processed by Human Edge, unless (and solely to the extent and for such period as) Country law requires storage of the Personal Data. Notwithstanding the foregoing or anything to the contrary contained herein, Human Edge may retain Personal Data and shall have no obligation to return Personal Data to the extent required by applicable laws or regulations obligations. Any such Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Terms, and

5.2.9

make available to Client all information necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Client, or an auditor mandated by Client. For the purposes of demonstrating compliance with this Addendum under section 5.2.9, the Parties agree that once per year during the term of the Terms, Human Edge will provide to Client, on reasonable notice, responses to cybersecurity and other assessments. Client agrees to pay Human Edge for time and for out-of-pocket expenses incurred by Human Edge in connection with assistance provided in connection with such audits, responses to cybersecurity, and other assessments.

6. Transfers

Human Edge is certified by Information Security Management as per ISO 27001:2013. Human Edge shall notify Client in writing without undue delay if it can no longer comply with its obligations under the Privacy compliance, and, in such a case, Human Edge will have the option of (i) promptly taking reasonable steps to remediate any non-compliance with applicable obligations under this Addendum, or (ii) engaging in a good faith dialogue with Client to determine a new data transfer mechanism to carry out the purposes of the Terms. Human Edge acts as a Processor with respect to Personal Data received pursuant to a data transfer.

In the event the Privacy Compliance is invalidated, Client and each Client Affiliate (on behalf of the relevant Controller(s), as the case may be), if applicable (as "data exporter") and Human Edge (as "data importer"), with effect from the commencement of the relevant transfer, shall enter into the Controller to Processor SCCs (mutatis mutandis, as the case may be) in respect of any transfer (or onward transfer) from Client or Client Affiliate to Human Edge, where such transfer would otherwise be prohibited by applicable Data Protection Laws or by the terms of data transfer agreements put in place to address applicable Data Protection Laws. Appendix 1 to the Controller to Processor SCCs shall be deemed to be prepopulated with the relevant sections of Annex 1 to this Addendum and the processing operations are deemed to be those described in the Terms. Appendix 2 to the Controller to Processor SCCs shall be deemed to be prepopulated with the following "Taking into account state of the art, the costs of implementation and the nature, scope, context, and purposes of processing as well as the risk of the varying likelihood for the rights and freedoms of natural persons, Human Edge shall implement appropriate technical and organizational measures as set forth in the Addendum."

7. Precedence

The provisions of this Addendum are supplemental to the provisions of the Terms. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Terms, the provisions of this Addendum shall prevail.

8. Indemnity

To the extent permissible by law, Client shall indemnify and hold harmless Human Edge against all (i) losses, (ii) third-party claims, (iii) administrative fines, and (iv) costs and expenses (including without limitation, reasonable legal, investigatory and consultancy fees and expenses) reasonably incurred in relation to (i), (ii) or iii), suffered by Human Edge and that arise from any breach by Client of this Addendum or of its obligations under applicable Data Protection Laws.

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. Others

The organization ensures that the contract to process PII addresses the organization’s role in providing assistance with the customer's obligations.

The Agreement considers the following and follows

a. Privacy by Design and default

b. Achieving Security of Processing

c. Notification of breaches involving PII to a Supervisory authority

d. Notification of breaches involving PII to Customers and PII Principals,

e. Conducting Privacy Impact Assessment

f. Assurance of Assistance by the PII Processors if prior consultations with relevant PII Protection authorities are needed.

g. Human Edge shall inform the customer if, in its opinion, a processing instruction infringes applicable legislation or regulation.

h. The organization does not use PII processed under a contract for the purposes of Marketing and Advertising

i. Coordinate with Clients to help Audit the systems. The organization provides the customer with the appropriate information so that it can demonstrate compliance with its obligations

j. Human Edge shall use AWS and PIPL as subprocessors with Security and Privacy requirements full filled.

k. The organization shall comply with all statutory and regulatory requirements, ISO 27001:2013, ISO 27701:2019, and EU GDPR requirements.

l. The Data shall be deleted, or de-identified after the processing is complete (This is after the retention period selected is complete).

m. Human Edge shall inform 24 hours in advance to clients in case of any legally binding requests for disclosure of PII.

n. For Access, Correction, and/or Erasure of the PII of Data subjects can be done by contacting the Data Protection Officer (DPO) below. Also, raising concerns and/or any complaints related with PII that can be done by contacting the Data Protection Officer below:

Name: Sonali Parekh

Email ID: sonali@humanedge.co

Contact Number: +919769858553

 

 

Human Edge Technologies Private Limited	Customer: Click or tap here to enter text.
	By:
Print Name:	Print Name: Click or tap here to enter text.
Title: Data Protection Officer	Title: Click or tap here to enter text.
Date:	Date: Click or tap here to enter text.

 

Annex 1: Description of Processing of Client Personal Data

This Annex includes certain details of the Processing of Client Personal Data as required by Article 28(3) GDPR and, as applicable, Controller to Processor SCC.

Subject matter and duration of the Processing of the Personal Data

The subject matter and duration of the Processing of the Client's Personal Data are set out in Section 2 of the Terms.

The nature and purpose of the Processing of Personal Data

Due diligence and Background Verification of Organizations and Individuals.

The categories of Data Subject to whom the Client's Personal Data relates

    - Employees and Contractors of Clients.

The types of Client Personal Data to be Processed

Name, Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language, Phone, Related person, Related URL, User ID, and Username

Special categories of data

None

The obligations and rights of Client

The obligations and rights of Client are set out in the Terms and this Addendum.

Data exporter (as applicable)

The data exporter is: Client of Human Edge that uses the Services

Data importer (as applicable)

The data importer is: PIPL, a company that provides services to the client, which requires receiving the Client’s query data

Processing operations (as applicable)

The personal data transferred will be subject to the following basic processing activities: The provision of Human Edge Limited to Client for Due Dillegence and Background Verification as per Client requirements.

 

Annex 2: Authorized Other Processors

Name of Other Processor	Description of Processing	Location of Other Processor
Amazon Web Services	Hosting the Production Environment