Data Processing Agreement (DPA)

Last Updated: July 9, 2025

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WellSaid Customer Data Processing Agreement

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This Data Processing Agreement (“DPA”) forms part of and is incorporated into the WellSaid Services Agreement (“Agreement”) between WellSaid Labs, Inc. (“WellSaid”) and the entity identified as the customer in the Agreement or the relevant order form (“Customer”). The parties are referred to herein each as a “Party” and collectively the “Parties.” This DPA sets forth Customer’s instructions for the processing of Personal Data in connection with the services provided pursuant to the Agreement (the “Services”) and the rights and obligations of both Parties. All capitalized terms used in this DPA but not defined will have the meaning set forth in the Agreement or under Data Protection Laws. In the event of any conflicts between this DPA and the Agreement, this DPA will govern.

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Definitions.
1. “Data Protection Laws” means all applicable laws, regulations, and other legal or regulatory requirements in any jurisdiction relating to privacy, data protection, data security, breach notification, or the Processing of personal data, including without limitation, to the extent applicable, the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”); the United Kingdom Data Protection Act of 2018 (“UK GDPR”); the Swiss Federal Act on Data Protection (“FADP”); the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended and including its regulations (“CCPA”); and other similar and applicable U.S. state and federal laws.
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2. “Data Subject” means an identified or identifiable natural person to whom Personal Data relates, and is deemed to also include a “consumer” as defined under Data Protection Laws.
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3. “EU SCCs” means the Standard Contractual Clauses issued pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, available at http://data.europa.eu/eli/dec_impl/2021/914/oj and completed as set forth herein.
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4. “Personal Data” includes “personal data,” “personal information,” “personally identifiable information,” and analogous terms, as defined by applicable Data Protection Laws, that WellSaid Processes to provide the Services under the Agreement.
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5. “Process”, “Processing,” “Processed,” etc., mean any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, creating, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
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6. “Security Incident” means any breach of security that results in the accidental or unlawful acquisition, destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
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7. “Subprocessor” means any third party that WellSaid engages to Process Personal Data to assist in providing the Services.
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8. “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner’s Office, located at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf and completed as set forth herein.
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9. The terms “Business,” “Controller,” “Processor,” and “Service Provider” are defined as in Data Protection Laws. “Controller” is deemed to also refer to “Business,” and “Processor” is deemed to also refer to “Service Provider.”
Roles of the Parties; Scope and Purposes of Processing.
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1. Roles of the Parties. To the extent that Customer is the Controller of Personal Data, WellSaid is its Processor. To the extent that Customer is a Processor of Personal Data, WellSaid is its Subprocessor. The details of WellSaid’s Processing of Customer Personal Data are described in Schedule 1 to this DPA.
Scope and Purposes of Processing. This DPA applies to all Personal Data that WellSaid Processes to provide the Services to Customer pursuant to the Agreement. WellSaid will Process Personal Data (i) in compliance with Data Protection Laws; (ii) on Customer’s behalf and in accordance with Customer’s instructions as set forth in this DPA and the Agreement, and/or as otherwise provided by Customer in writing; and (iii) to provide the Services to Customer under the Agreement for the business purposes set forth in the Agreement, unless other Processing activities are required to comply with Data Protection Laws (in which case, WellSaid shall provide prior notice to Customer of such legal requirement, unless such law prohibits this disclosure).
Customer Rights. Customer retains the right to take reasonable and appropriate steps to (i) ensure that WellSaid Processes Personal Data in a manner consistent with Data Protection Laws, and (ii) upon notice, stop and remediate unauthorized Processing of Personal Data, including any use of Personal Data not expressly authorized in this DPA.
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Customer Obligations. Customer shall comply with all applicable Data Protection Laws in providing Personal Data to WellSaid in connection with the Services. Customer represents and warrants that: (a) the Data Protection Laws applicable to Customer do not prevent WellSaid from fulfilling the instructions received from Customer and performing WellSaid’s obligations under this DPA; and (b) Customer has a lawful basis for disclosing the Personal Data to WellSaid and in enabling WellSaid to process the Personal Data as set out in this DPA. Customer shall notify WellSaid without undue delay if Customer makes a determination that the processing of Personal Data under the Agreement does not or will not comply with applicable Data Protection Laws, in which case, WellSaid shall not be required to continue processing such Personal Data.
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Personal Data Processing Requirements.
1. Restrictions on Processing. WellSaid will:
  1. not retain, use, or disclose Personal Data outside of the direct business relationship between Customer and WellSaid, or for any purpose (including any commercial purpose) not set forth in this DPA or the Agreement;
  2. not “sell” or “share” any Personal Data, or use Personal Data for purposes of “targeted advertising,” as such terms are defined in Data Protection Laws; and
  3. comply with any applicable restrictions under the CCPA on combining Personal Data with personal data that WellSaid receives from, or on behalf of, another person or persons, or that WellSaid collects from any interaction between it and any individual.
2. Confidentiality. WellSaid will ensure that the persons Processing Personal Data are bound by obligations of confidentiality no less protective than those set forth in the Agreement or are under an appropriate statutory obligation of confidentiality.
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3. Assistance. WellSaid will provide Customer with reasonable assistance:
  1. by implementing appropriate technical and organizational measures for the fulfilment of Customer’s obligation to respond to requests for exercising Data Subjects’ rights (“Requests”) as set forth in Data Protection Laws, taking into account the nature of the Processing. If WellSaid receives any Requests during the term of the Agreement, WellSaid will advise the Data Subject to submit the request directly to Customer and then will provide Customer with reasonable assistance in responding to the Request, where appropriate and requested by Customer;
  2. in performing any required data protection impact assessment of Processing or proposed Processing of Personal Data;
  3. in consulting with regulatory authorities in relation to the Processing or proposed Processing of Personal Data, including any applicable obligation upon WellSaid to consult with a regulatory authority in relation to WellSaid’s Processing or proposed Processing of Personal Data; and
  4. as necessary for the fulfilment of Customer’s obligations under Data Protection Laws to maintain the security of Personal Data.
4. Notice Regarding Compliance and Instructions. WellSaid will promptly notify Customer if WellSaid determines that it can no longer meet its obligations under Data Protection Laws or if it believes that Customer’s instructions violate Data Protection Laws, and WellSaid is not deemed to be in breach of this DPA if it declines to Process Personal Data in a way that WellSaid reasonably and in good faith believes would cause WellSaid to violate Data Protection Laws.
Data Security. WellSaid will use appropriate administrative, technical, physical, and organizational measures to protect Personal Data as set forth in Schedule 2. WellSaid will provide the level of protection for Personal Data that is required under Data Protection Laws. Such measures will take 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, so as to ensure a level of security appropriate to the risk.
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Security Incident.
1. Notice. WellSaid will notify Customer of any Security Incident without undue delay or within the time period required under Data Protections Law. To the extent available, this notification will include WellSaid’s then-current assessment of the following: (i) the nature of the Security Incident, including, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (ii) the likely consequences of the Security Incident; and (iii) measures taken or proposed to be taken by WellSaid to address the Security Incident, including, where applicable, measures to mitigate its possible adverse effects. WellSaid will provide timely and periodic updates to Customer as additional information regarding the Security Incident becomes available. Customer acknowledges that any updates may be based on incomplete information.
2. Responsibilities of the Parties. WellSaid will comply with the Security Incident-related obligations applicable to it under Data Protection Laws and will assist Customer in Customer’s compliance with its Security Incident-related obligations. Customer is solely responsible for complying with Security Incident notification requirements applicable to Customer. Customer may request that WellSaid reasonably assist Customer’s efforts to notify Security Incidents to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under the Data Protection Laws. WellSaid’s notice of or response to a Security Incident under this Section 5 will not be an acknowledgement or admission by WellSaid of any fault or liability with respect to the Security Incident.
Subprocessors.
1. Authorization to Engage Subprocessors. Customer agrees that WellSaid may, and provides general authorization for WellSaid to, engage Subprocessors to Process the Personal Data to assist in providing the Services. A list of WellSaid’s Subprocessors is available at Schedule 3. (“Sub-processors List”). WellSaid will impose contractual obligations on any Subprocessor it appoints requiring it to protect Personal Data to standards that are no less protective than those set forth under this DPA. WellSaid shall remain liable to Customer for the performance of the Subprocessor’s obligations under Data Protection Law.
2. Subprocessor Notice and Objections. WellSaid will provide reasonable advance notice of new Subprocessors that it appoints during the term of the Agreement. Customer has fourteen (14) calendar days from receiving such notice to make an objection on reasonable grounds relating to the protection of the Personal Data under Data Protection Laws by notifying WellSaid at legal-notice@wellsaidlabs.com]. In the event Customer objects to a new Subprocessor, WellSaid will use commercially reasonable efforts to make available to Customer a change in the Services or Customer’s configuration or use of the Services to avoid processing of Customer Personal Data by the objected-to new Subprocessor. If WellSaid is unable to make available such a reasonable change within a reasonable period of time, which will not exceed thirty (30) days, either Party may upon written notice terminate without penalty the applicable Agreement.
Data Transfers.
1. Authorization to Transfer Personal Data. Customer authorizes WellSaid and its Subprocessors to make international transfers of Personal Data in accordance with this DPA and Data Protection Laws.
2. Order of Precedence. The Parties acknowledge that Data Protection Laws may require the Parties to implement certain safeguards (a “Transfer Mechanism”) for Customer to transfer Personal Data to WellSaid. In the event a transfer of Personal Data is covered by more than one Transfer Mechanism, the transfer will be subject to a single Transfer Mechanism, in accordance with the following order of precedence: (i) the EU SCCs and/or UK Addendum as set forth in Sections 7(c)-(e), as applicable; and (ii) if neither of the preceding is applicable, the Parties will cooperate in good faith to enter into an alternative Transfer Mechanism to the extent required by Data Protection Laws.
3. EU SCCs. To the extent legally required, by entering into this DPA, Customer and WellSaid are deemed to have signed the EU SCCs, which form part of this DPA and (except as described in Sections 7(e) and (f) below) are deemed completed as follows:
  1. Module 2 of the EU SCCs applies to transfers of Personal Data from Customer (as a Controller) to WellSaid (as a Processor), and Module 3 of the EU SCCs applies to transfers of Personal Data from Customer (as a Processor) to WellSaid (as a Subprocessor);
  2. Clause 7 (the optional docking clause) is not included;
  3. Clause 9 (Use of sub-processors): Option 2 (General written authorization) will apply and the time period for prior notice of Subprocessor changes is set forth in Section 6 of this DPA;
  4. Clause 11 (Redress): The optional language will not apply;
  5. Clause 17 (Governing law): The Parties choose Option 1 (the law of an EU Member State that allows for third-Party beneficiary rights) and select the law of Ireland;
  6. Clause 18 (Choice of forum and jurisdiction): The Parties select the courts of Ireland;
  7. Annexes I (List of Parties) and II (Technical and organizational measures) are completed as set forth in Schedules 1 and 2 of this DPA, respectively; and
  8. Annex III (List of Subprocessors) is not applicable because the Parties have chosen General Authorization under Clause 9, but details regarding WellSaid’s Subprocessors can be found in Section 6 above.
UK Addendum. To the extent legally required, by entering into this DPA, the Parties are deemed to be signing the UK Addendum, which forms part of this DPA and takes precedence over the rest of this DPA as set forth in the UK Addendum. The Tables within the UK Addendum are deemed completed as follows:
1. Table 1: The Parties’ details shall be the Parties to the extent any of them is involved in such transfer, and the Key Contact shall be the contacts set forth in the Agreement.
2. Table 2: The Approved EU SCCs referenced in Table 2 shall be the EU SCCs as executed by the Parties and completed in Section 7(d) of this DPA.
3. Table 3: Annexes I and II are set forth in Schedules 1 and 2 below, respectively. Annex III is inapplicable.
4. Table 4: Either Party may end this DPA as set out in Section 19 of the UK Addendum.
Transfers of Swiss Personal Data. For transfers of Personal Data that are subject to the FADP, the EU SCCs form part of this DPA as set forth in Section 7(d) of this DPA, but with the following differences to the extent required by the FADP: (i) references to the GDPR in the EU SCCs are to be understood as references to the FADP insofar as the data transfers are subject exclusively to the FADP and not to the GDPR; (ii) the term “member state” in EU SCCs shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs; and (iii) the relevant supervisory authority is the Swiss Federal Data Protection and Information Commissioner (for transfers subject to the FADP and not the GDPR), or both such Commissioner and the supervisory authority identified in the EU SCCs (where the FADP and GDPR apply, respectively).
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Order of Precedence. In the event of inconsistencies between the DPA and the EU SCCs, as completed in subsections (c)-(e) of this Section 7, the SCCs will prevail.
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Audits.
1. Standard Audit Process. WellSaid will make available to Customer documentation, data, certifications, reports, and records (“Records”) relating to its Processing of Personal Data to demonstrate compliance with this DPA (an “Audit”) provided the Agreement remains in effect and such audit is at Customer’s sole expense. Customer may request an Audit upon fourteen (14) days’ prior written notice to WellSaid, no more than once annually, except, in the event of a Security Incident occurring on WellSaid systems, in which case Customer may request an Audit within a reasonable period of time following such Security Incident.
2. Written Requests and Inspections. If Customer has a reasonable objection that the Records provided are not sufficient to demonstrate WellSaid’s compliance with this DPA, Customer may, as reasonably necessary: (i) request additional information from WellSaid in writing, and WellSaid will respond to such written requests in within a reasonable period of time (“Written Requests”); and (ii) only where WellSaid's responses to such Written Requests do not provide the necessary level of information required by Customer, request access to WellSaid premises, systems and staff, upon twenty one (21) days prior written notice to WellSaid (an “Inspection”) subject to the parties having mutually agreed upon (a) the scope, timing, and duration of the Inspection, (b) the use of an auditor to conduct the Inspection, (c) the Inspection being carried out only during regular business hours, with minimal disruption to WellSaid business operations, and (d) all costs associated with the Inspection being borne by Customer. Inspections will be permitted no more than once annually, except in the event of a Security Incident.
3. Audit Process. To request an Audit, make Written Requests, or engage in an Inspection, Customer must notify WellSaid pursuant to the instructions above at legal-notice@wellsaidlabs.com
4. Duty of Confidentiality and EU SCC compliance. Nothing in this Section 8 shall require WellSaid to breach any duties of confidentiality to any third parties. The Parties agree that the audits described in the EU SCCs, if applicable, shall be performed in accordance with this Section 10.
Return or Destruction of Personal Data. Except to the extent required otherwise by Data Protection Laws, WellSaid will, at the choice of Customer and upon Customer’s written request return to Customer and/or securely destroy all Personal Data within 90 days of such request, unless Data Protection Laws require WellSaid to retain Personal Data. The Parties agree that the certification of deletion described in the EU SCCs, if applicable, shall be provided only upon Customer’s written request.
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Survival; Amendments. The provisions of this DPA survive the termination or expiration of the Agreement for so long as WellSaid or its Subprocessors Process Personal Data. WellSaid may amend this DPA in order to comply with Data Protection Laws and will notify Customer of such changes. By continuing to use the Services after the DPA has been updated, Customer is deemed to have agreed to the updated DPA.
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Liability. Each party’s liability towards the other party under or in connection with this DPA will be limited in accordance with the provisions of the Agreement
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SCHEDULE 1 -- ANNEX I TO THE EU SCCS AND DETAILS OF THE PERSONAL DATA PROCESSING

LIST OF PARTIES

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Data exporter(s):

Name: Customer, as identified in the Agreement.
Address: As provided in the Agreement.
Contact person’s name, position, and contact details: As provided in the Agreement.
Activities relevant to the data transferred under these Clauses: The data exporter receives the data importer’s Services pursuant to their underlying Agreement.
Signature and date: The Parties agree that execution of the Agreement shall constitute execution of these EU SCCs by both parties.
Role: Controller or Processor, as relevant.

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Data importer(s):

Name: WellSaid, as identified in the Agreement.
Address: As provided in the Agreement.
Contact person’s name, position, and contact details: As provided in the Agreement.
Activities relevant to the data transferred under these Clauses: The data importer provides the Service to the data exporter pursuant to their underlying Agreement.
Signature and date: The Parties agree that execution of the Agreement shall constitute execution of these EU SCCs by both parties.
Role: Processor or Subprocessor, as applicable.

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B. DESCRIPTION OF TRANSFER

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Categories of data subjects whose personal data is transferred: Any individual accessing or using the services through the Customer’s account (“Users”).

Categories of personal data transferred: Customer’s and Users’ first and last name, title, work department, and manager/supervisor’s name. Contact information of company (company email, phone, physical business address).

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: At its sole discretion and subject to the qualification set forth hereunder, the data exporter may submit special categories of data to the data importer which is personal data with information revealing racial or ethnic origin, religious or philosophical beliefs, political opinions, trade union or guild membership, and the processing of data regarding health or sex life.

The choice of the type of data that will be processed using the WellSaid Service remains solely within the discretion and choice of the data exporter. In selecting the personal data of any categories the data exporter shall ensure that such personal data is suitable for processing with and through WellSaid Service in compliance with the applicable data protection laws.

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The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous for the duration of the Agreement.

Nature of the processing: The data importer’s Processing activities shall be limited to those discussed in the Agreement and the DPA.

Purpose(s) of the data transfer and further processing: The purpose of the transfer to and further Processing of Personal Data by the data importer is for the data importer to provide the Services to the data exporter as set forth in the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Personal Data will be retained for the period of time necessary for the data importer to provide the Services to the data exporter under the Agreement and/or in accordance with applicable legal requirements.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: Same as above to the extent that Personal Data is provided to Subprocessors for purposes of providing the Services.

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C. COMPETENT SUPERVISORY AUTHORITY

To the extent legally permitted, the competent supervisory authority is the Irish Data Protection Commissioner.

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SCHEDULE 2 – WELLSAID DATA SECURITY MEASURES

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WellSaid’s Information Security Program includes specific security requirements for its personnel and all Subprocessors or agents who have access to Personal Data (“Data Personnel”). WellSaid’s security requirements cover the following areas:

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Information Security Policies and Standards. WellSaid will maintain written information security policies, standards and procedures addressing administrative, technical, and physical security controls and procedures. These policies, standards, and procedures shall be kept up to date, and revised whenever relevant changes are made to the information systems that use or store Personal Data.
Physical Security. WellSaid will maintain commercially reasonable security systems at all WellSaid sites at which an information system that uses or stores Personal Data is located (“Processing Locations”) that include reasonably restricting access to such Processing Locations, and implementing measures to detect, prevent, and respond to intrusions.
Organizational Security. WellSaid will maintain information security policies and procedures addressing acceptable data use standards, data classification, and incident response protocols.
Network Security. WellSaid maintains commercially reasonable information security policies and procedures addressing network security.
Access Control. WellSaid agrees that: (1) only authorized WellSaid staff can grant, modify, or revoke access to an information system that Processes Personal Data; and (2) it will implement commercially reasonable physical and technical safeguards to create and protect passwords.
Virus and Malware Controls. WellSaid protects Personal Data from malicious code and will install and maintain anti-virus and malware protection software on any system that handles Personal Data.
Personnel. WellSaid has implemented and maintains a security awareness program to train employees about their security obligations. Data Personnel follow established security policies and procedures. Disciplinary process is applied if Data Personnel fail to adhere to relevant policies and procedures.
Business Continuity. WellSaid implements disaster recovery and business resumption plans that are kept up to date and revised on a regular basis. WellSaid also adjusts its Information Security Program in light of new laws and circumstances, including as WellSaid’s business and Processing change.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter: The processors and sub-processors of WellSaid are contractually obligated to implement technical and organisational measures no less protective than those provided by WellSaid under this DPA.

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SCHEDULE 3 – SUBPROCESSORS

WellSaid’s subprocessors are as follows:
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Sub-Processor

Purpose

Location

Google Cloud

Cloud data storage, TTS processing

United States

Azure

Language mechanics

United States

Mixpanel

Analytics

United States

Verisoul

User verification

United States

ModSquad

Content Moderation

United States

PerspectiveAI

Content Moderation

United States

Hive

Content Moderation

United States

MongoDB, Inc.

Cloud data storage, API

United States

Grafana

Monitoring and alerting

United States

Gravitee.io

API Management

United States