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• Terms of Service
• Privacy Policy
• Acceptable Use Policy
• Fair Use Policy
• data processing agreement
• Askelle In-Product Cookie Policy
• sub-processor

Terms of Service

Terms of Service

Effective February 10, 2025

These Terms of Service (this “Agreement”) are a binding contract between you and Askelle Corporation (“Askelle”, “we”, or “us”). This Agreement governs your access to and use of the Services as defined under Section 1 below.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION/JURY TRIAL WAIVER THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 12)b), THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I ACCEPT” BUTTON OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT SELECT THE “I ACCEPT” BUTTON OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

• Definitions

 “Aggregated Usage Information” means data and information regarding Customer’s and its Users’ interactions with the Services, collected and used by Askelle in a manner that is aggregated and anonymized; such information includes, but is not limited to, statistical, performance, and operational data derived from the Customer’s use of the Services, including, but not limited to, data related to system functionality, performance metrics, and usage patterns.

“Arbitration Agreement” means the mandatory individual arbitration provision in Section 12)b).

“Askelle Property” means (i) the Services, (ii) the Documentation, (iii) Training Data, (iv) Aggregated Usage Information, and (iv) all content and other materials and software supplied by Askelle in connection with, or used by Askelle in providing, any Services. For the avoidance of doubt, Askelle Property does not include Customer Property.

“Authorized User” means Customer’s employees, consultants, contractors and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Beta Services” means the features and/or functionality of the Services that may be made available to Customer and which are designated by Askelle as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description.

“Class Action/Jury Trial Waiver” means the class action/jury trial waiver provision in Section 1)c).

“Confidential Information” means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as confidential at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

“Customer,” “you,” or “your” means you and your Authorized Users.

“Customer Account” means your account on the Services.

“Customer Property” means (i) the Input, (ii) the Output and (iii) any other content (including text, images, illustrations, charts, tables, and other materials), materials or data supplied by Customer to Askelle, through the Service for processing on Customer’s behalf.

“Documentation” means Askelle’s user manuals, handbooks, guides, FAQs, instructional videos and other materials relating to the Services provided by Askelle to Customer electronically and  available at www.askelle.ai and www.askelle.app.

“Feedback” means any communications or materials sent to us by mail, email, telephone or otherwise, suggesting or recommending changes or improvements to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, ideas or the like, about the Services.

“Input” means the information you input via prompts into the Services to which you own or have permission to use the Intellectual Property Rights therein. For the avoidance of doubt, Input shall not be deemed to include any Askelle Property.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction.

“Output” means the output generated and returned by the Services to you based on the Input. For the avoidance of doubt, the Output shall not be deemed to include any Askelle Property.

“Privacy Policy” means the privacy policy, available at  https://askelle.ai/legal/#privacypolicy.

“Services” means the online and/or mobile services, web site and software provided on or in connection with the service provided by Askelle under this Agreement and as detailed on Askelle’s websites at www.askelle.ai, www.askelle.app and beta.askelle.app.

“Term” means the term of this Agreement, which will commence on the Effective Date and continue for the period of Customer’s active subscription to the Services.

“Third-Party Products” means any information, products, content, services, websites or other materials that are owned by third parties and are incorporated into or accessible through the Services.

“Training Data” has the meaning provided to such term is Section 4)d).

“User” or “Users” means all visitors, users and others who access the Services.

“User Accounts” means different types of accounts for different types of Users.

• Access and Use
  1. This is a contract between you and Askelle. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Askelle, and only in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Any use or access to the Services by anyone under 16 years old is strictly prohibited and in violation of this Agreement. The Services are not available to any Users previously removed from the Services by Askelle.
  2. Provision of Access.Subject to and conditioned on your payment of fees and compliance with all the terms and conditions of this Agreement, Askelle hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business and charitable operations by Authorized Users in accordance with the terms and conditions herein. Askelle will provide you the necessary passwords and access credentials to allow you to access the Services.
  3. Documentation License.Subject to the terms and conditions contained in this Agreement, Askelle hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business and charitable purposes in connection with your use of the Services.
  4. Your Customer Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. If you open a Customer Account on behalf of a company, charity or other entity, then “you” includes you and that entity.

You may never use other Users’ User Accounts without permission. When creating your Customer Account, you must provide accurate and complete information and you must keep this information up to date. You are solely responsible for the activity that occurs on your Customer Account, and you must keep your Customer Account password secure. We strongly encourage you to use strong passwords that contain a minimum of 12 characters including a combination of upper and lower case letters, numbers and symbols with your Customer Account. You must notify Askelle immediately of any breach of security or unauthorized use of your Customer Account. Askelle will not be liable for any losses caused by any unauthorized use of your Customer Account.

You may control your Customer Account profile and how you interact with the Services by changing the settings in your settings page. By providing Askelle your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by emailing us at support@askelle.ai. Opting out may prevent you from receiving email messages regarding updates, improvements or offers.

1. Use Restrictions. You shall not, and shall not permit any Authorized Users to engage in any of the following prohibited activities: (i) copying, distributing, selling, reselling or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Askelle servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Askelle grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (iv) violate Askelle’s Fair Use Policy accessible at https://askelle.ai/legal/#fairuse; (v) uploading invalid data, viruses, worms or other software agents through the Services; (vi) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (vii) using the Services for any unlawful commercial solicitation purposes; (vii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Services; (x) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xi) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
2. Reservation of Rights.Askelle reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Customer or any third party, any Intellectual Property Rights or other right, title or interest in or to the Askelle Property.
3. Notwithstanding anything to the contrary in this Agreement, Askelle may, in its sole discretion and without notice, temporarily suspend or permanently terminate Customer’s and any other Authorized User’s access to any portion or all of the Services for no reason or for any reason, including but not limited to if: (i) Askelle reasonably determines that (A) there is a threat or attack on any of the Askelle Property; (B) Customer’s or any other Authorized User’s use of the Askelle Property disrupts or poses a security risk to the Askelle Property or to any other customer or vendor of Askelle; (C) Customer or any other Authorized User is using the Askelle Property for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (E) Askelle’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Askelle has suspended or terminated Askelle’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 6).
4. Changes to the Services.We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
5. Processing of Personal Data. The Parties acknowledge that use of the Service does not require Askelle to process Personal Data on behalf of Customer. In other words, Customer acknowledges that it does not need to provide Input that contains Personal Data in order to make effective use of the Services. Nevertheless, should Customer choose to submit Personal Data to Askelle for processing, it is understood and agreed by the Customer that such action is governed by the terms and conditions of a Data Processing Addendum (“DPA”) with Askelle, which is available at https://askelle.ai/legal/#dpa. By accessing the Services, the Customer expressly agrees to terms and conditions of the DPA, which becomes effective on submission of Personal Data by the Customer to Askelle. This agreement to the DPA is established at the point of accessing the Services and is further affirmed by the act of submitting Personal Data. Once the DPA is effective, it becomes an integral part of, and is fully incorporated by reference into, this Agreement. To the extent that Askelle processes Personal Data in its capacity as a data controller, such processing will be in accordance with Askelle’s Privacy Policy which is accessible at: https://askelle.ai/legal/#privacypolicy.
6. In-Product Cookies.Whenever Customers or Users interact with the Services, Askelle uses first party cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and Askelle’s In-Product Cookie Policy, accessible at https://askelle.ai/legal/#cookies, applies. When Askelle collects this information, it only uses this data to (i) provide the Services, or (ii) in aggregate form and not in a manner that would identify the Customer or Users personally.

• BETA Terms and Conditions
  1. Beta Services. Askelle may offer Beta Services to the Customer, including participation in early adoption, private beta, pilot, beta program, or similar activities. If the Customer agrees to participate, they acknowledge that Beta Services are prerelease versions containing possible errors, bugs or defects, primarily intended for evaluation and not for production use, and may be subject to additional terms as set forth in any associated The Customer expressly acknowledges that these Beta Services may not perform as expected. Askelle retains discretion over the length, scope, updates and support of the Beta Services. Standard restrictions and terms on Service apply equally to Beta Services. Askelle may discontinue Beta Services at any time at its sole discretion and may choose not to make them generally available.
  2. Fee for Beta Services. Askelle reserves the right to offer Beta Services for free or charge fees to access and use the Beta Services. The amount of this Waitlist Fee will be clearly outlined during the private Beta Services waitlist payment process.
  3. Askelle occasionally offers access to our Beta Services to a select group of Customers, herein referred to as “Participants”. Availability of these private Beta Services is limited, and interested Participants may need to join a waitlist. To secure a position on this waitlist, a non-refundable fee, known as the “Waitlist Fee”, is required. Payment of the Waitlist Fee serves as an expression of interest and helps prioritize access among prospective Participants.

Selection from the waitlist is conducted on a first-come, first-served basis, determined by the sequence of payments received. However, Askelle retains the discretion to select Participants based on additional criteria, including but not limited to the compatibility of the Participant’s profile with the specific requirements of the private Beta Services.

Participants selected to join the private Beta Services will receive notification through email.

1. No Performance or Uptime Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICES ARE PROVIDED “AS-IS” WITH RESPECT TO THEIR PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT AND AVAILABILITY AND ASKELLE WILL HAVE NO LIABILITY OR OBLIGATION FOR ANY HARM OR DAMAGE ARISING FROM DEFICIENCIES THEREWITH.
2. You may choose to or we may invite you to submit Feedback. By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Askelle under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Askelle does not waive any rights to use similar or related ideas previously known to Askelle, or developed by its employees or obtained from sources other than you. If you or any of your employees, contractors or agents sends or transmits Feedback, we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us, and shall ensure that your Authorized Users assign to us, all rights, title, and interest in any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, without any obligation of attribution or compensation to you, any Authorized User, or any third party. We may use such Feedback for any purpose, but are not obligated to do so. Additionally, Customer grants Askelle an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use the Feedback or suggestions for any purpose, without any obligation or compensation to Customer, any Authorized User, or any third party.
3. Term and Termination of Beta Services. Customer’s right to use any particular Beta Service will commence on the date Askelle makes such Beta Service available to Customer and will end on the termination date of such Beta Service as determined at the sole discretion of Askelle following written notice to Customer. Customer acknowledges and agrees that Askelle may discontinue making any particular Beta Service available to Customer at any time in its sole discretion, and may never make the Beta Service generally available as part of, or an add-on to, the Services and that the Customers decision to purchase the Services was not and is not contingent on the delivery of any future functionality or features within the Beta Services.

• Intellectual Property Rights
  1. Customer Property.We claim no ownership rights over Customer Property. The Customer Property remains yours. As between Customer and Askelle, Customer retains any and all rights, title and interest in and to the Customer Property, including any and all Intellectual Property Rights embodied in or related to the Customer Property. Except as expressly set out in this Agreement, no right, title or license under any Customer Property is granted to Askelle or implied hereby. To the extent that ownership of the Inputs or Outputs does not automatically vest in Customer, Askelle hereby assigns all of its right title and interest in and to the Inputs and Outputs to Customer; provided, however, Customer acknowledges that due to the nature of machine learning, the Output may not be unique and the Services may generate the same or similar output for Askelle or a third party.

Askelle has the right (but not the obligation) in its sole discretion to remove any Customer Property that is processed via the Services.

In connection with your Customer Property, you affirm, represent, warrant and covenant the following: (i) You have the written consent of each and every identifiable natural person in the Customer Property, if any, to use such person’s information in the manner contemplated by the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) You have obtained and are solely responsible for obtaining all consents as may be required by law to submit any Customer Property relating to third parties; (iii) Your Customer Property and Askelle’s use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; and (iv) Askelle may exercise the rights to your Customer Property granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees or royalties payable under any collective bargaining agreement or otherwise.

Askelle takes no responsibility and assumes no liability for any Customer Property that you or any other User or third-party generate, produce, or otherwise makes available through or by the Services. You shall be solely responsible for your Customer Property and the consequences of posting, publishing it, sharing it or otherwise utilizing it. You understand and agree that you may be exposed to Customer Property that is inaccurate, objectionable or otherwise unsuited to your purpose, and you agree that Askelle shall not be liable for any damages you allege to incur as a result of or relating to any Customer Property.

1. Askelle Property.Askelle Property and all Intellectual Property Rights related thereto are the exclusive property of Askelle and its licensors (including other Users who post content to the Services). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Askelle Property. Use of the Askelle Property for any purpose not expressly permitted by this Agreement is strictly prohibited. For the avoidance of doubt, Askelle Property includes Aggregated Usage Information and any other information, data or other content derived from Askelle’s monitoring of your access to or use of the Services but does not include Customer Property. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Askelle an assignment of all right, title and interest in and to the Aggregated Usage Information, including all Intellectual Property Rights relating thereto.

As between Askelle and Customer, Askelle retains all right, title and interest in and to the Askelle Property, including all Intellectual Property Rights embodied in or related to the Askelle Property. Except as expressly set out in this Agreement, no right, title or license under any Askelle Property is granted to Customer or implied hereby.

1. Publicity Requests. Provided that Askelle obtains Customer’s prior written consent (via email is permitted), Askelle may use Customer’s name or logo or upon Askelle’s request, a mutually-agreed upon comment, quotation or statement related to Customer’s use of the Services and/or Beta Services, each of which may be used by Askelle as a reference for marketing or promotional purposes in connection with the Services and/or Beta Services (“Publicity Rights”). Any Publicity Rights granted to Askelle may be revoked at any time by emailing support@askelle.ai.
2. Training Data Usage and Retention.

1. Definition of Training Data. “Training Data” means anonymized and aggregated data and metadata derived from interactions between the Customer and the Services, including (but not limited to) system-generated logs, performance metrics, usage patterns, and metadata regarding the structure, format, and content of inputs and outputs (e.g., question types, timing, and feedback on AI responses). Training Data may also include insights from responses to proposals, provided such responses are anonymized and do not contain any identifying or proprietary information constituting Customer Property. For clarity, while elements of Customer Property may inform Training Data, any sensitive or proprietary elements (e.g., trade secrets, confidential strategies, client-specific data) will be excluded. The anonymization process ensures that no individual response or Customer-specific information is identifiable or traceable to any Customer.

1. Scope of Collection. Askelle has adopted internal policies that classify data into essential and non-essential categories, ensuring only non-essential Customer data is logged. Askelle does not maintain direct access to encryption keys of Customers who opt out of sharing Training Data. Askelle does not train any external or third-party models, nor does it share Customer data with third parties that train large language models.

• Opt-In to Use of Training Data. If the Customer opts in (e.g., during account creation or via account settings), the Customer expressly authorizes Askelle to collect, retain, and use Training Data for the purposes of developing, training, refining, and benchmarking the Services. This may include, for example, using a testing dataset to measure efficiency and accuracy, as well as applying automated content classifiers and safety tools to understand how the Services are utilized. In all such cases, these classifiers generate only metadata (classifications), without storing or analyzing the underlying business data itself. The Customer may opt out of Askelle’s Training Data use at any time by providing written notice to support@askelle.ai or by changing the relevant account settings.

1. Zero-Standing Access Policy. Askelle implements a zero-standing access policy, allowing Askelle personnel to access Customer Training Data only to address a specific Customer support inquiry, or make improvements to the Services (and only for Customers who have opted in). Askelle hosts its infrastructure and stores Customer Property on a private cloud solution dedicated to Askelle, currently located within the European Union.
2. Data Retention. Upon canceling a subscription or account, Askelle retains the Customer’s Property and/or Training Data for up to thirty (30) days. Customers may request earlier deletion by sending a written request to support@askelle.ai. If an account remains inactive for one (1) year, Askelle will migrate the Customer’s Property and/or Training Data to archival storage. Askelle will provide email notice before archiving. Archived Customer Property and/or Training Data will be retained for one (1) additional year unless the Customer reactivates the account before that period ends.

1. Aggregated Usage Information. Askelle may collect and use data related to Customer’s and its Users’ use of the Services, including compiling Aggregated Usage Information, which may include data derived from Customer Property. Askelle retains all rights, title, and interest, including intellectual property rights, in Aggregated Usage Information. Customer agrees that Askelle may use and publicly disclose Aggregated Usage Information, provided that such information does not identify Customer, any User, or Customer’s Confidential Information, either directly or indirectly. The collection and use of such data do not limit Askelle’s confidentiality obligations under this Agreement.

• Customer Responsibilities
  1. Acceptable Use Policy.You shall comply with Askelle’s Acceptable Use Policy available at https://askelle.ai/legal/#aup and all applicable laws, rules, and regulations.
  2. Account Use.You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.
  3. Passwords and Access Credentials.You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
  4. Third-Party Products.The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access or use such Third-Party Products. Askelle does not endorse or assume any responsibility for any such Third-Party Products. If you access a Third-Party Product from the Services or share your Customer Property on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Askelle’s Privacy Policy do not apply to your use of such sites. You expressly relieve Askelle from any and all liability arising from your use of any Third-Party Products Third-Party Products, including without limitation Customer Property submitted by other Users.
• Fees and Payment
  1. Billing Policies.Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to our Pricing and Payment Terms available at Askelle.ai/pricing, as we may update them from time to time. Askelle may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
  2. No Refunds. You may cancel your Customer Account at any time; however, there are no refunds for cancellation. In the event that Askelle suspends or terminates your Customer Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your Customer Account or for anything else.
  3. Free Trials.We may offer free trials(including promo codes) to a particular Service. We will automatically bill your payment method on the later of the day your free trial ends or the day you start your paid subscription, and on each recurring billing date thereafter, subject to Section 6)d). You will not receive a notice that your free trial has ended and that payment for your subscription is due. If you wish to avoid charges to your payment method, you must cancel your subscription prior to midnight Mountain Standard Time on the last day of your free trial period. If you cancel your subscription during a free trial, cancellation may be effective immediately.
  4. Automatic Renewal of Subscription Fees.IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED ON YOUR SETTINGS PAGE OR IN WRITING AND SENT TO SUPPORT@ASKELLE.AI AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.
  5. Risk of Loss. All products or services purchased through the Services are made available to you via a third-party platform or service provider not affiliated with or controlled by Askelle. Title to any products or services purchased, as well as the risk of loss, passes to you upon Askelle or its supplier making such products or services available to the third-party platform or provider. Askelle assumes no liability for any loss, interruption, or damage to the products or services once made available to the third-party platform or service provider.
  6. Payment Information; Taxes.We accept various payment methods through Stripe, including, without limitation, Mastercard, Visa and American Express. By using the Services, you agree to be bound by Stripe’s Services Agreement available at Stripe Services Agreement. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete and current. You agree to pay all charges incurred by users of your credit card, debit card or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
• Confidential Information

From time to time, Askelle and Customer may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Askelle cares about the integrity and security of your Confidential Information and personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your Confidential Information or personal information for improper purposes. YOU ACKNOWLEDGE THAT YOU PROVIDE YOUR CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION AT YOUR OWN RISK.

• Privacy Policy

Askelle complies with its Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

• Warrant Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASKELLE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ASKELLE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT RESULTING FROM, OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH, THE USE OF THE SERVICES IS DOWNLOADED AND USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING THEREFROM TO THE EXTENT NOT EXPRESSLY SET FORTH OTHERWISE HEREIN, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

FURTHER, ASKELLE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ASKELLE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

• Indemnification

Customer shall defend, indemnify and hold harmless Askelle and its subsidiaries, agents, licensors, managers and other affiliated companies, and their employees, contractors, agents, officers and directors, 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) Customer or Customer’s Authorized Users’ use of and access to the Services, including any data or content transmitted or received by Customer or Customer’s Authorized Users; (ii) Customer or Customer’s Authorized Users’ violation of any term of this Agreement, including without limitation Customer or Customer’s Authorized Users’ breach of any of the representations and warranties above; (iii) Customer or Customer’s Authorized Users’ violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Customer or Customer’s Authorized Users’ violation of any applicable law, rule or regulation; (v) Customer Property or any content that is submitted via Customer or Customer’s Authorized Users’ User Account including without limitation misleading, false or inaccurate information; (vi) Customer or Customer’s Authorized Users’ willful misconduct; or (vii) any other party’s access and use of the Services with Customer or Customer’s Authorized Users’ unique username, password or other appropriate security code.

• Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ASKELLE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ASKELLE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL ASKELLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

NOTWITHSTANDING THE STRICT PROTOCOLS IN PLACE TO SAFEGUARD TRAINING DATA, CUSTOMER ACKNOWLEDGES AND AGREES THAT NO SYSTEM OR PROTOCOL CAN GUARANTEE ABSOLUTE SECURITY OR PROTECTION FROM ALL POTENTIAL RISKS, INCLUDING, BUT NOT LIMITED TO, HUMAN ERROR, SYSTEM FAILURES, UNAUTHORIZED ACCESS, DATA BREACHES, OR OTHER UNFORESEEN EVENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, ASKELLE DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, UNAUTHORIZED DISCLOSURE, OR MISUSE OF TRAINING DATA ARISING FROM ERRORS, OMISSIONS, NEGLIGENCE, OR OTHER ACTS OR CIRCUMSTANCES. THIS INCLUDES, BUT IS NOT LIMITED TO, LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITIES RESULTING FROM THE RETENTION OR USE OF TRAINING DATA. CUSTOMER EXPRESSLY WAIVES ANY CLAIMS AGAINST ASKELLE RELATED TO THE RETENTION OR USE OF TRAINING DATA, EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASKELLE 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 OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) CUSTOMER PROPERTY OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL ASKELLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ASKELLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF ASKELLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME PROVINCES, STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM PROVINCE TO PROVICE OR STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

• Governing Law, Arbitration, and Class Action/Jury Trial Waiver
  1. Governing Law. You agree that: (i) the Services shall be deemed solely based in Alberta, Canada; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Alberta. This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Alberta. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and provincial courts located in Alberta for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Alberta is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
  2. Read this Section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Askelle. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Askelle that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by or using the Services; or (d) any other aspect of your relationship or transactions with Askelle, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.

If you are a new Askelle user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing Askelle at support@askelle.ai with your first and last name, company name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at support@askelle.ai and attempt to resolve the dispute with us informally. In the unlikely event that Askelle has not been able to resolve a Claim after ninety (90) days, we each agree to resolve any Claim exclusively through binding arbitration in accordance with the Arbitration Act (Alberta) (the “Rules”) before a single arbitrator selected in accordance with the Rules, and if the Rules are silent on such matter then by Askelle, acting reasonably (the “Arbitrator”). In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. The arbitration will be conducted in the City of Calgary in the Province of Alberta, Canada, unless you and Askelle agree otherwise. Each party will be responsible for paying any arbitration filing, administrative and arbitrator fees in accordance with the Rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Askelle agree that the Arbitrator, and not any provincial, federal, state or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability or estoppel.

Nothing in this Section shall be deemed as: preventing Askelle from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable or unlawful, in whole or in part, the void, unenforceable or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

1. Class Action/Jury Trial Waiver.WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND ASKELLE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER ASKELLE USERS. YOU AND ASKELLE FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND ASKELLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

• Miscellaneous
  1. Entire Agreement/Severability.This Agreement, together with any amendments and any additional agreements you may enter into with Askelle in connection with the Services, shall constitute the entire agreement between you and Askelle concerning the Services. Except as otherwise stated in Section 1)b), if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The invalidity, illegality or unenforceability of any provision herein does not affect any other provision herein or the validity, legality or enforceability of such provision in any other jurisdiction.
  2. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email or visible banner in the Services. You can review the most current version of this Agreement at any time by visiting this page. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Askelle will use reasonable commercial efforts to provide at least 90 days’ advance notice of changes to any service level that Askelle reasonably anticipates may result in a material reduction in quality or services.
  3. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, and Askelle will be considered an independent contractor when performing any Services hereunder.
  4. Export Regulation.The Services utilize software and technology that may be subject to Canadian export control laws. You shall not, directly or indirectly, export, re-export or release the Services or the software or technology included in the Services to or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, regulation or rule. You shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Services or the software or technology included in the Services available outside the US.
  5. US Government Rights.Each of the software components that constitute the Services and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors
  6. No Waiver.No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Askelle’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.
  7. Unless otherwise provided for in this Agreement, any notices to us must be sent to our corporate headquarters at Suite 1620, 444 5^th Ave SW, Calgary, AB T2P 2T8 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. Askelle may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice or through posting of such notice on our website, as determined by Askelle in our sole discretion. Askelle reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Askelle is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You shall also send an electronic copy of any notice to support@askelle.ai.
  8. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, a Party may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Askelle expressly reserves the right to delegate any of its obligations hereunder.
  9. Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Askelle employees, agent or representative in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify Askelle if it offers or receives any such improper payment or transfer in connection with this Agreement.
  10. Force Majeure. Except for the performance of a payment obligation, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, pandemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties or any other cause beyond its reasonable control. In the event any of the foregoing events results in Askelle not being able to provide the Services for a period of more than thirty (30) days, then either Party may terminate the Agreement upon written notice to the other Party.

Please contact us at support@askelle.ai with any questions regarding this Agreement.

Privacy Policy

Privacy Policy

Effective February 10, 2025

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy.

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1. ‍Definitions.

‍For the purposes of this Privacy Policy:

• “Account” means a unique account created for You to access our Service or parts of our Service.
• “Business”, for the purpose of the California Consumer Privacy Act (“CCPA”), means the Company as the legal entity that collects Consumers’ personal information and determines the purposes and means of the processing of Consumers’ personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information, that does business in the State of California.
• “Company” (referred to herein as either the “Company”, “We”, “Us” or “Our”) means Askelle Corporation, an Alberta corporation with offices at Suite 1620, 444 5^th Avenue SW, Calgary, Alberta, Canada, T2P 2T8. For the purpose of the GDPR, the Company is the Data Controller.
• ‍“Consumer”, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the United States for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the United States who is outside of the United States for a temporary or transitory purpose.
• “Cookies” means small files that are placed on Your computer or any other Device by a website, containing the details of Your browsing history on that website among its many uses.
• “Data Controller”, for the purposes of the GDPR (General Data Protection Regulation), means the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
• “Device” means any electronic device that can access the Service such as a computer, a cellphone or a digital tablet.
• “Do Not Track (DNT)” means a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.
• “Personal Data” means any information that relates to an identified or identifiable individual. For the purposes for GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity. For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.
• ‍“Sale”, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s personal information to another business or a third party for monetary or other valuable consideration.
• “Service” means the online and/or mobile services, web site, and software provided on or in connection with the service provided by Askelle under this Agreement and as detailed on Askelle’s websites at www.askelle.ai and www.askelle.app
• “Service Provider” means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.
• “Usage Data” means data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
• ‍ “Website” means https://www.askelle.ai/, https://www.askelle.app and https://beta.askelle.app/.
• ‍“You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the User as you are the individual using the Service.

2. Collecting and Using Your Personal Data

• Personal Data

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

• Email address
• First name and last name
• Organization Name
• Phone number
• Address, State, Province, ZIP/Postal code, City, Country
• Usage Data
• Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your device’s internet protocol (“IP”) address, browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

• Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service. The technologies We use may include:

Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.

Flash Cookies. Certain features of our Service may use local stored objects (or Flash Cookies) to collect and store information about Your preferences or Your activity on our Service. Flash Cookies are not managed by the same browser settings as those used for Browser Cookies.

Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).

Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser.

We use both Session and Persistent Cookies for the purposes set out below:

• (i) Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.

• (ii) Cookies Policy / Notice Acceptance Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies identify if users have accepted the use of cookies on the Website.

• (iii) Functionality Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies allow us to remember choices You make when You use the Website, such as rememberingyour login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.

• (iv) Tracking and Performance Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the Device you use to access the Website. We may also use these Cookies to test new pages, features or new functionality of the Website to see how our users react to them.

• (v) Targeting and Advertising Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies track your browsing habits to enable Us to show advertising which is more likely to be of interest to You. These Cookies use information about your browsing history to group You with other users who have similar interests. Based on that information, and with Our permission, third party advertisers can place Cookies to enable them to show adverts which We think will be relevant to your interests while You are on third party websites.

For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.

• Use of Your Personal Data

The Company may use Personal Data for the following purposes:

• (i) To provide and maintain our Service, including to monitor the usage of our Service.
• (ii) To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
• (iii) For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
• (iv) To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
• (v) To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
• (vi) To manage Your requests: To attend and manage Your requests to Us.
• (vii) To deliver targeted advertising to You: We may use Your information to develop and display content and advertising (and work with third-party vendors who do so) tailored to Your interests and/or location and to measure its effectiveness.
• (viii) For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
• (ix) For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

• (i) With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to show advertisements to You to help support and maintain Our Service, to advertise on third party websites to You after You visited our Service, for payment processing, to contact You.
• (ii) For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
• (iii) With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include any parent company (if applicable) and any subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
• (iv) With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
• (v) With Your consent: We may disclose Your personal information for any other purpose with Your consent.
• Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

• Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your province, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

‍Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

‍The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

• ‍Disclosure of Your Personal Data
• (i) Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

• (ii) Law Enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

• (iii) Other Legal Requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

• Comply with a legal obligation
• Protect and defend the rights or property of the Company
• Prevent or investigate possible wrongdoing in connection with the Service
• Protect the personal safety of Users of the Service or the public
• Protect against legal liability
• ‍Security of Your Personal Data

The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.

3. Detailed Information on the Processing of Your Personal Data

The Service Providers We use may have access to Your Personal Data. These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies.

• Analytics

We may use third-party Service providers to monitor and analyze the use of our Service.

• (i) Google Analytics
• Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.
• You can opt-out of having made your activity on the Service available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (ga.js, analytics.js and dc.js) from sharing information with Google Analytics about visits activity.
• For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy
• (ii) HotJar
• Hotjar is a product experience insights platform that gives you behavior analytics and feedback data to help you empathize with and understand your customers. The Observe tools like Heatmaps and Recordings allow you to see what your users see.
• You can learn how to opt-out of HotJar through the following link: https://www.hotjar.com/policies/do-not-track/
• For more information on the privacy practices of Google, please visit the Hotjar privacy policy:https://www.hotjar.com/legal/policies/privacy/
• Advertising

We may use Service Providers to show advertisements to You to help support and maintain Our Service.

• (i) Google AdSense & DoubleClick Cookie
• Google, as a third party vendor, uses cookies to serve ads on our Service. Google’s use of the DoubleClick cookie enables it and its partners to serve ads to our users based on their visit to our Service or other websites on the Internet.
• You may opt out of the use of the DoubleClick Cookie for interest-based advertising by visiting the Google Ads Settings web page: http://www.google.com/ads/preferences/
• (ii) Linkedin
• Their Privacy Policy can be viewed at https://www.linkedin.com/legal/ads-policy
• Email Marketing

We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.

‍We may use Email Marketing Service Providers to manage and send emails to You.

• (i) Hubspot
• Their Privacy Policy can be viewed at https://legal.hubspot.com/privacy-policy
• (ii) FreshWorks
• Their Privacy Policy can be viewed at https://www.freshworks.com/privacy/
• Payments

We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g., payment processors).

‍We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

• (i) Stripe
• Their Privacy Policy can be viewed at https://stripe.com/us/privacy
• ‍Behavioral Remarketing

The Company uses remarketing services to advertise to You after You accessed or visited our Service. We and Our third-party vendors use cookies and non-cookie technologies to help Us recognize Your Device and understand how You use our Service so that We can improve our Service to reflect Your interests and serve You advertisements that are likely to be of more interest to You.

These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies and to enable Us to:

• Measure and analyze traffic and browsing activity on Our Service
• Show advertisements for our products and/or services to You on third-party websites or apps
• Measure and analyze the performance of Our advertising campaigns

‍Some of these third-party vendors may use non-cookie technologies that may not be impacted by browser settings that block cookies. Your browser may not permit You to block such technologies. You can use the following third-party tools to decline the collection and use of information for the purpose of serving You interest-based advertising:

• The Network Advertising Initiative’s opt-out platform: http://www.networkadvertising.org/choices/
• The European Interactive Digital Advertising Alliance’s opt-out platform http://www.youronlinechoices.com/
• The Digital Advertising Aliances’s opt-out platform: http://optout.aboutads.info/?c=2⟨=EN

You may opt-out of all personalized advertising by enabling privacy features on Your mobile device such as Limit Ad Tracking (iOS) and Opt Out of Ads Personalization (Android). See Your mobile device Help system for more information.

‍We may share information, such as hashed email addresses (if available) or other online identifiers collected on Our Service with these third-party vendors. This allows Our third-party vendors to recognize and deliver You ads across Devices and browsers. To read more about the technologies used by these third-party vendors and their cross-device capabilities please refer to the Privacy Policy of each vendor listed below.

The third-party vendors we may use are:

• (i) ‍Google Ads (AdWords)
• Google Ads (AdWords) remarketing service is provided by Google Inc.
• You can opt-out of Google Analytics for Display Advertising and customise the Google Display Network ads by visiting the Google Ads Settings page: http://www.google.com/settings/ads
• Google also recommends installing the Google Analytics Opt-out Browser Add-on – https://tools.google.com/dlpage/gaoptout – for your web browser. Google Analytics Opt-out Browser Add-on provides visitors with the ability to prevent their data from being collected and used by Google Analytics.
• For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy
• Cloud Computing

We may use third-party Service providers to power and secure our cloud-based infrastructure.

• (i) Cloudflare
• We use Cloudflare to enhance the security and performance of Our Service through the use of its cloud computing, content delivery network (CDN), DNS, and DDoS protection services. In the course of providing these features, Cloudflare may process certain Personal Data, such as IP addresses, system configuration information, and other traffic-related data, for the purpose of identifying malicious activity, protecting against security threats, and optimizing network performance.
• To learn more about how Cloudflare handles and protects your information, please review their Privacy Policy: https://www.cloudflare.com/privacypolicy/

4. ‍GDPR Privacy

• ‍Legal Basis for Processing Personal Data under GDPR

We may process Personal Data under the following conditions:

• Consent: You have given Your consent for processing Personal Data for one or more specific purposes.
• Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof.
• Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
• Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person.
• Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company.
• Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.

In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.

• Your Rights under the GDPR

The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.

‍You have the right under this Privacy Policy, and by law if You are within the EU, to:

• Request access to Your Personal Data. The right to access, update or delete the information We have on You. Whenever made possible, you can access, update or request deletion of Your Personal Data directly within Your account settings section. If you are unable to perform these actions yourself, please contact Us to assist You. This also enables You to receive a copy of the Personal Data We hold about You.
• Request correction of the Personal Data that We hold about You. You have the right to have any incomplete or inaccurate information We hold about You corrected.
• Object to processing of Your Personal Data. This right exists where We are relying on a legitimate interest as the legal basis for Our processing and there is something about Your particular situation, which makes You want to object to our processing of Your Personal Data on this ground. You also have the right to object where We are processing Your Personal Data for direct marketing purposes.
• Request erasure of Your Personal Data. You have the right to ask Us to delete or remove Personal Data when there is no good reason for Us to continue processing it.
• Request the transfer of Your Personal Data. We will provide to You, or to a third-party You have chosen, Your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which You initially provided consent for Us to use or where We used the information to perform a contract with You.
• Withdraw Your consent. You have the right to withdraw Your consent on using your Personal Data. If You withdraw Your consent, We may not be able to provide You with access to certain specific functionalities of the Service.
• Exercising of Your GDPR Data Protection Rights

You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.

You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (“EEA”), please contact Your local data protection authority in the EEA.

5. ‍CCPA Privacy

This privacy notice section for California residents supplements the information contained in Our Privacy Policy and it applies solely to all visitors, users, and others who reside in the State of California.

• Categories of Personal Information Collected

We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.

Please note that the categories and examples provided in the list below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact collected by Us, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.

• (i) Category A: Identifiers.
• Examples: A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, driver’s license number, passport number, or other similar identifiers.
• Collected: Yes.
• (ii) Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).
• Examples: A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories.

Collected: Yes.

• (iii) Category C: Protected classification characteristics under California or federal law.
• Examples: Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).
• Collected: No.‍
• (iv) Category D: Commercial information.
• Examples: Records and history of products or services purchased or considered.
• Collected: Yes.‍
• (v) Category E: Biometric information.
• Examples: Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.
• Collected: No.
• (vi) Category F: Internet or other similar network activity.
• Examples: Interaction with our Service or advertisement.
• Collected: Yes.
• (vii) Category G: Geolocation data.
• Examples: Approximate physical location.
• Collected: Yes.
• (viii) Category H: Sensory data.
• Examples: Audio, electronic, visual, thermal, olfactory, or similar information.
• Collected: No.
• (ix) Category I: Professional or employment-related information.
• Examples: Current or past job history or performance evaluations.
• Collected: No.
• (x) Category J: Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).
• Examples: Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.
• Collected: No.
• (xi) Category K: Inferences drawn from other personal information.
• Examples: Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.
• Collected: No.

Under CCPA, personal information does not include:

• Publicly available information from government records
• Deidentified or aggregated consumer information
• Information excluded from the CCPA’s scope, such as:
  • Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data.
  • Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994.
• Sources of Personal Information

We obtain the categories of personal information listed above from the following categories of sources:

• ‍Directly from You. For example, from the forms You complete on our Service, preferences You express or provide through our Service, or from Your purchases on our Service.
• Indirectly from You. For example, from observing Your activity on our Service.
• Automatically from You. For example, through cookies We or our Service Providers set on Your Device as You navigate through our Service.
• From Service Providers. For example, third-party vendors to monitor and analyze the use of our Service, third-party vendors to provide advertising on our Service, third-party vendors to deliver targeted advertising to You, third-party vendors for payment processing, or other third-party vendors that We use to provide the Service to You.
• ‍Use of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose personal information We collect for “business purposes” or “commercial purposes” (as defined under the CCPA), which may include the following examples:

• To operate our Service and provide You with our Service.
• To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
• To fulfill or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, We will use that personal information to respond to Your inquiry. If You provide Your personal information to purchase a product or service, We will use that information to process Your payment and facilitate delivery.
• To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
• As described to You when collecting Your personal information or as otherwise set forth in the CCPA.
• For internal administrative and auditing purposes.
• To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.

‍Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the “Use of Your Personal Data” section.

‍If We decide to collect additional categories of personal information or use the personal information We collected for materially different, unrelated, or incompatible purposes We will update this Privacy Policy.

• ‍Disclosure of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:

• Category A: Identifiers
• Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
• Category D: Commercial information
• Category F: Internet or other similar network activity

Please note that the categories listed above are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact disclosed, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed.

‍When We disclose personal information for a business purpose or a commercial purpose, We enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.

• Sale of Personal Information

As defined in the CCPA, “sell” and “sale” mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal information, but not necessarily a monetary benefit.

‍Please note that the categories listed below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact sold, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been shared for value in return.

‍We may sell and may have sold in the last twelve (12) months the following categories of personal information:

• Category A: Identifiers
• Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
• Category D: Commercial information
• Category F: Internet or other similar network activity

6. Share of Personal Information

We may share Your personal information identified in the above categories with the following categories of third parties:

• Service Providers
• Payment processors
• Our affiliates
• Our business partners
• Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You
• Sale of Personal Information of Minors Under 16 Years of Age

We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, You (or Your authorized representative) may submit a request to Us by contacting Us.

‍If You have reason to believe that a child under the age of 16 has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.

• Your Rights under the CCPA

The CCPA provides California residents with specific rights regarding their personal information. If You are a resident of California, You have the following rights:

• The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
• The right to request. Under CCPA, You have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, We will disclose to You:
  • The categories of personal information We collected about You
  • The categories of sources for the personal information We collected about You
  • Our business or commercial purpose for collecting or selling that personal information
  • The categories of third parties with whom We share that personal information
  • The specific pieces of personal information We collected about You
  • If we sold Your personal information or disclosed Your personal information for a business purpose, We will disclose to You:
    • The categories of personal information categories sold
    • The categories of personal information categories disclosed
  • The right to say no to the sale of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request please contact Us.‍
  • The right to delete Personal Data. You have the right to request the deletion of Your Personal Data, subject to certain exceptions. Once We receive and confirm Your request, We will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:
    • Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.
    • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
    • Debug products to identify and repair errors that impair existing intended functionality.
    • Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
    • Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
    • Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if You previously provided informed consent.
    • Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.
    • Comply with a legal obligation.
    • Make other internal and lawful uses of that information that are compatible with the context in which You provided it.
  • The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer’s rights, including by:
    • Denying goods or services to You
    • Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
    • Providing a different level or quality of goods or services to You
    • Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services
  • ‍Exercising Your CCPA Data Protection Rights

In order to exercise any of Your rights under the CCPA, and if You are a California resident, You can contact Us:

• By email: support@askelle.ai

Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.

Your request to Us must:

• Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
• Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it
• We cannot respond to Your request or provide You with the required information if we cannot (i) verify Your identity or authority to make the request; and (ii) confirm that the personal information relates to You

We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.

Any disclosures We provide will only cover the 12-month period preceding the verifiable request’s receipt.

For data portability requests, We will select a format to provide Your personal information that is readily useable and should allow You to transmit the information from one entity to another entity without hindrance.

• Do Not Sell My Personal Information

You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.

The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.

Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use.

• (i) Website

You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:

• The NAI’s opt-out platform: http://www.networkadvertising.org/choices/
• The EDAA’s opt-out platform http://www.youronlinechoices.com/
• The DAA’s opt-out platform: http://optout.aboutads.info/?c=2⟨=EN

The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, You will need to opt out again.

• (ii) Mobile Devices

Your mobile device may give You the ability to opt out of the use of information about the apps You use in order to serve You ads that are targeted to Your interests:

• “Opt out of Interest-Based Ads” or “Opt out of Ads Personalization” on Android devices
• “Limit Ad Tracking” on iOS devices

You can also stop the collection of location information from Your mobile device by changing the preferences on Your mobile device.

• ”Do Not Track” Policy as Required by California Online Privacy Protection Act (CalOPPA)

Our Service does not respond to Do Not Track signals.

However, some third-party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.

• Your California Privacy Rights (California’s Shine the Light law)

Under California Civil Code Section 1798 (California’s Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties’ direct marketing purposes.

If you’d like to request more information under the California Shine the Light law, and if You are a California resident, You can contact Us using the contact information provided below.

• ‍California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)

California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.

To request removal of such data, and if You are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.

Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.

7. Miscellaneous

• Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third-party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.

• Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

• Contact Information

If you have any questions about this Privacy Policy, You can contact us by email: support@askelle.ai

Acceptable Use Policy

Acceptable Use Policy

Effective June 1, 2024

Please read this Acceptable Use Policy (“policy” or “AUP”) carefully before using any Askelle Corporation (“Askelle” “we,” or “us”) website, including, www.askelle.ai, www.askelle.app or any service (collectively, the “Services”) operated by Askelle. Use of the Services is subject to this Acceptable Use Policy.

We reserve the right to change this policy at any time and will use commercially reasonable efforts to notify you of such changes. To ensure your compliance with this policy, we advise that you frequently visit this page.

Capitalized terms have the meaning stated in the applicable agreement between Customer (“Customer,” “you,” or “your”) and Askelle. To the extent of any conflict between such agreement and this AUP, this AUP shall govern.

PROHIBITED USES

Customer shall not transmit any Input to the Services or use any Output (collectively, “Content”) that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable.

Examples of such objectionable Content include, but are not limited to, Content that is:

1. unlawful or promotes unlawful activity;
2. defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;
3. spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
4. infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights;
5. impersonating any person or entity including Askelle and its employees or representatives;
6. violating the privacy of any third person;
7. false;
8. sexual, religious or political in nature;
9. Child sexual abuse material or which otherwise exploits or harms children;
10. hateful, harassing or violent;
11. malware; or
12. fraudulent or deceptive.

In addition, using the Services for any of the following types of businesses, hobbies, or applications:

1. Anti-competitive, malicious or espionage activity, including:

a. Any efforts or schemes aimed at unauthorized acquisition, access, or use of proprietary, confidential, or sensitive information belonging to other customers or user

b. Analyzing software, systems, or processes to discover proprietary algorithms or data without authorization

c. Attempting to breach, bypass, or compromise the security measures of another customer’s or user’s digital systems to access confidential data

d. Manipulating or deceiving individuals into disclosing confidential or access information, such as passwords or security protocols

e. Encouraging or facilitating insiders within an organization to unlawfully disclose proprietary information

f. Engaging in surveillance or spying activities to gather sensitive information from competitors or other users

g. Using or attempting to use another user’s login credentials without their explicit consent

h. Using automated tools to extract large amounts of data from a platform or a customer’s or user’s systems, which may include proprietary or confidential information

2. Activity that has a high risk of physical harm, including:

a. Weapons development

b. Military and warfare

c. Content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders

3. Activity that has high risk of economic harm, including:

a. Multi-level marketing

b. Gambling

c. Payday lending

4. Fraudulent, deceptive activity or anti-competitive activity, including:

a. Scams

b. Coordinated inauthentic behavior

c. Plagiarism

d. Academic dishonesty

e. Astroturfing, such as fake grassroots support or fake review generation

f. Disinformation

g. Spam

h. Pseudo-pharmaceuticals

5. Adult content, adult industries and dating apps, including:

a. Content meant to arouse sexual excitement, such as the description of sexual activity, or that promotes sexual services (excluding sex education and wellness)

b. Erotic chat

c. Pornography

6. Activity that violates people’s privacy, including:

a. Tracking or monitoring an individual without their consent

b. Facial recognition of private individuals

c. Classifying individuals based on protected characteristics

d. Using biometrics for identification or assessment

e. Unlawful collection or disclosure of personal identifiable information or educational, financial, or other protected records

7. Engaging in the unauthorized practice of law, or offering tailored legal advice without a qualified person reviewing the information

8. Offering tailored financial advice without a qualified person reviewing the information

9. Telling someone that they have or do not have a certain health condition, or providing instructions on how to cure or treat a health condition

10. High risk government decision-making, including:

a. Law enforcement and criminal justice

b. Migration and asylum

ADDITIONAL REQUIREMENTS

Any content that is provided to your clients, customers or other third parties must be reviewed by a qualified professional in that field prior to dissemination. Your business is responsible for the accuracy and appropriateness of that information. In addition, consumer-facing uses of the Output in medical, financial, and legal industries; in news generation or news summarization; and where else warranted, must provide a disclaimer to users informing them that AI is being used and of its potential limitations.

A Customer who wishes to submit or publish their first-party written content (e.g., a proposal, a grant application, a project application) created in part using the Services are permitted to do so under the following conditions:

• The published content is attributed to your name or company.
• The role of AI in formulating the content is clearly disclosed in a way that no reader could possibly miss, and that a typical reader would find sufficiently easy to understand.

Users should not represent artificially intelligence generated content as being wholly generated by a human or wholly generated by an artificial intelligence, and it is a human who must take ultimate responsibility for the content being published.

ENFORCEMENT

Your Services may be suspended or terminated with or without notice upon any violation of this policy. Any violations may result in the immediate suspension or termination of your account.

A violation of this AUP shall be determined in Askelle’s sole discretion. You agree that violations of this AUP by Customer or any person or entity acting under Customer’s account to use the Services will, in addition to any other remedies including possible criminal prosecution, result in termination of your access to the Services and deletion of your data. In addition, violation of this AUP may result in tracking information being stored to identify the offending person, and permanent restriction from holding an account on the Services.

REPORTING VIOLATIONS

To report a violation of this policy, please contact us at support@askelle.ai

 

Fair Use Policy

Fair Use Policy

Effective June 1, 2024

We strive to provide the Askelle software as a service application (the “Service”) fairly to all our Users while maintaining correspondingly high levels of quality. In order to do so, we maintain this Fair Use Policy which applies to all Users.

The Service contains many features with varying effects on shared processing resources and data generation. Under this Fair Use Policy, we establish—in our sole discretion—“outer-bound” parameters intended to maintain the quality, availability, stability, uniformity and performance of the Service (the “Parameters”). Nearly all Users (95%+) regularly fall well within the Parameters. Exceeding the Parameters may result in (i) throttling or limitation of access to the Service, with or without warning; and/or (ii) additional costs as may be set forth in the Terms of Service, or on the websites www.askelle.ai or www.askelle.app.

This Fair Use Policy is considered part of the “Documentation” for the Service set forth in our online Terms of Services located at https://askelle.ai/legal/#termsofservice (the “Terms”). Capitalized terms used but not defined below shall have the meaning outlined in the Terms. Additionally, per Sections 4(a) of the Terms, all customers are required to comply with usage and content restrictions.

We reserve the right to update this or any other Documentation, at any time, including but not limited to changing Parameters. Such Parameters may be listed elsewhere in other Documentation.

Warnings

If our team or system determines that you fail to comply with this Fair Use Policy, we may first lock your workspace and issue you a warning. Continued failure to comply may result in account suspension or cancellation, at our sole discretion.

Please reach out to support@askelle.ai if you need any further explanation or details.

 

Data Processing Agreement

Data Processing Agreement

Effective June 1, 2024

This Data Processing Agreement (the “DPA”) constitutes an integral part of all agreements between Customer (as defined in the Terms of Service or otherwise identified on the signature block below) and Askelle, (the “Processor” or “Askelle”) a Alberta corporation with offices at Suite 1620, 444 5^th Avenue SW, Calgary, Alberta, Canada, T2P 2T8, including the Terms of Service or under any services agreement or similar agreement (collectively “Agreement”), and reflects the Parties’ agreement with respect to the Processing of Controller Data.

In providing the Services to Customer pursuant to the Agreement, Askelle may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. This DPA supplements the Agreement and in the event of any conflict between the terms of this DPA and the terms of the Agreement, the terms of this DPA prevail with regard to the specific subject matter of this DPA. This DPA is effective on the date that it, or the Agreement that references and incorporates it, has been duly executed by both Parties (“Effective Date”), and amends, supersedes and replaces any prior agreement relating to data processing and/or data protection entered into by the Parties.

1. DEFINITIONS

Any capitalized terms used but not defined in this DPA has the meaning provided to it in the Agreement,

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

(b) “Applicable Data Protection Law” means (a) all data protection laws and regulations applicable to the European Economic Area and Switzerland, including (i) the General Data Protection Regulation 2016/679 (“GDPR”), and EU Member State laws supplementing the GDPR; (b) the UK Data Protection Act of 2018, and the UK GDPR (collectively “UK Data Protection Laws”); and (c) any other laws and regulations applicable to Processor’s Processing of Controller Data under the Agreement.

(c) “Authorized Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, 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.

(d) “California Privacy Law” means the California Consumer Privacy Act until January 1, 2023, and thereafter will refer to the California Privacy Rights Act.

(e) “Controller” as used in this DPA, means Customer.

(f) “Controller Data” means any Personal Data Processed by Processor on behalf of Customer pursuant to or in connection with the Agreement.

(g) “Customer” means the entity which determines the purposes and means of the Processing of Personal Data and includes any Authorized Affiliates of the Customer, and to the extent applicable includes a “Business” as defined under California Privacy Law.

(h) “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Controller Data transmitted, stored or otherwise processed by Processor.

(i) “Permitted Purpose” means the use of the Controller Data to the extent necessary for provision of the Services by Processor to the Controller.

(j) “Personal Data” means any information relating to an identified or identifiable natural person that relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person.

(k) “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, sharing, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

(l) “Processor” means Askelle and any Askelle entities, including its Affiliates, which Processes Personal Data on behalf of the Customer, and to the extent applicable, includes a “Service Provider” as defined under the California Privacy Law.

(m) “Regulator” means any supervisory authority with authority under Applicable Data Protection Law over all or any part of the provision or receipt of the Services or the Processing of Personal Data.

(n) “Restricted Transfer” means: (i) where the EU GDPR applies, transferring Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, transferring Personal Data from the United Kingdom to any other country which is not subject based on adequacy regulations under Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 (‘Swiss DPA”) applies, transferring Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.

(o) “Services” means the products and services that are ordered by Controller through a link or via an Order pursuant to the Agreement and made available online by Processor.

(p) “Sub-processor” means any third-party data processor engaged by Processor, who receives Personal Data from Processor for processing on behalf of Controller and in accordance with Controller’s instructions (as communicated by Processor) and the terms of its written subcontract.

(q) The terms, “Commission”, “Data Subject”, “Member State”, and “Supervisory Authority” shall have the same meaning as in the Applicable Data Protection Laws, and their cognate terms shall be construed accordingly.

2. PURPOSE

2.1 pursuant to which Controller is granted a right to access and use the Services. In providing the Services, Processor will engage, on behalf of Controller, in the processing of Personal Data submitted to and stored within the Services by Controller.

2.2  The Parties are entering into this DPA to ensure that the Processing by Processor of Controller Data, within the Services by Controller and/or on its behalf, is done in a manner compliant with Applicable Data Protection Law and its requirements regarding the collection, use and retention of Personal Data of Data Subjects.

3. AUTHORITY

3.1 Roles of the Parties

(a) To the extent the GDPR or UK Data Protection Laws apply to the Controller Data, the Parties acknowledge and agree that Customer is a Controller and Askelle is a Processor acting on behalf of Customer. When Customer is acting as a Processor of Controller Data, Askelle is a sub-processor of the Customer.

(b) For purposes of California Privacy Law, Askelle will act as a Service Provider in its performance of its obligations under the Agreement. Askelle (i) will only use Controller Data to provide the Services under the Agreement; (ii) will not collect, retain, use, sell, disclose or otherwise process any Controller Data, for any purpose other than providing the Services under the Agreement, or as otherwise permitted. Notwithstanding anything to the contrary in the Agreement (including this DPA), Controller acknowledges that Processor shall have a right to Process Personal Data in relation to the support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. Askelle understands the restrictions in this Section 3.1(b) and certifies that it understands its obligations under the California Privacy Law and will comply with them.

3.2 Controller’s Instructions. Customer represents and warrants that (i) it has complied, and will continue to comply, with all applicable laws, including Applicable Data Protection Law, in respect of its Processing of Controller Data and any Processing instructions it issues to Processor; and (ii) it has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under Applicable Data Protection Law for Processor to process Controller Data for the purposes described in the Agreement. Customer shall have sole responsibility for the accuracy, quality, and legality of Controller Data and the means by which Customer acquired the Controller Data. Controller specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under the California Privacy Law.

3.3 Purpose Limitation. Processor shall process Controller Data only in accordance with Customer’s documented lawful instructions as set forth in this DPA, for Permitted Purposes, as necessary to comply with applicable law, or as otherwise agreed to in writing. The Parties agree that the Agreement and this DPA set out Customer’s complete and final instructions to Processor in relation to the processing of Controller Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the Parties.

3.4 Data Subject and Regulator Requests. Customer shall be responsible for communications and leading any efforts to comply with all requests made by Data Subjects under the Applicable Data Protection Law, and all communications from Regulators that relate to the Controller Data.

4. OBLIGATIONS OF PROCESSOR

4.1 Processor will restrict access to the Controller Data to its personnel who need access to meet Processor’s obligations under the Agreement. Processor shall take commercially reasonable steps to ensure the reliability of any Processor personnel engaged in the Processing of Controller Data.

4.2 Disclosure to Third Parties. Processor will not disclose Controller Data to third parties except as permitted by this DPA or the Agreement. If requested or required by a competent governmental authority to disclose Controller Data, to the extent legally permissible and practicable, Processor will provide Customer with sufficient prior written notice in order to permit Customer the opportunity to oppose any such disclosure.

4.3 Retention. Processor will retain Controller Data only for as long as the Customer deems it necessary for the Permitted Purpose, or as required by Applicable Data Protection Law. At the termination of this DPA, or upon Customer’s written request, Processor will either destroy or return the Controller Data to Customer, unless legal obligations require storage of the Controller Data.

4.4 Data Subject and Regulator Requests. Processor shall, to the extent legally permitted, promptly notify Controller in writing of any complaints, questions or requests received from Data Subjects or Regulators regarding the Controller Data. In taking into account the nature of the Processing and to the extent reasonably possible, Processor will provide Controller with commercially reasonable assistance in relation to the handling of a Data Subject’s request. To the extent Controller, in its use of the Services, does not have the ability to correct, block or delete Controller Data, Processor shall comply with any commercially reasonable request by Controller to facilitate such actions to the extent Processor is legally permitted to do so.

4.5 Data Protection Impact Assessment. To the extent required under the Applicable Data Protection Law, upon Customer’s request, Processor will provide reasonable assistance to Customer necessary for Customer to fulfil its obligation under the Applicable Data Protection Law to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor.

4.6 Processor will implement and maintain appropriate technical, physical and administrative measures to protect Controller Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (a “Data Security Breach”), provided that such measures shall 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 risks represented by the processing and the nature of the Controller Data to be protected.

(a) Customer acknowledges that the security measures are subject to technical progress and development and that Processor may update or modify the security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by Customer. Customer is responsible for reviewing the information made available by Processor relating to data security and making an independent determination as to whether the Services meet Controller’s requirements and legal obligations under Applicable Data Protection Law.

(b) Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Controller Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Controller Data uploaded to the Services.

5. DATA BREACH

5.1 Data Breach. If Processor becomes aware of any Data Breach, Processor will promptly: notify Customer of the Data Breach, but in no event later than seventy-two (72) hours after Processor has confirmed a Data Breach impacting Controller Data; investigate the Data Breach and provide Customer with information about the Data Breach; and take reasonable steps to mitigate the effects and to minimize any damage resulting from the Data Breach. Processor’s obligation to report or respond to a Data Breach under this Section is not and will not be construed as an acknowledgement by Processor of any fault or liability with respect to the Data Breach.

5.2 Coordination. Processor will provide reasonable assistance to Customer in fulfilling its obligations to notify Data Subjects and the relevant authorities in relation to a Data Breach, provided that nothing in this section shall prevent either party from complying with its obligations under the Applicable Data Protection Laws. The Parties agree to coordinate in good faith on developing the content of any related public statements.

5.3 Caused by Controller. The obligations in this section shall not apply to a Data Breach that is caused by Customer.

6. AUDITS

6.1 Customer may request to audit Processor’s compliance with this DPA up to once per year. If the request to audit is granted by Askelle, acting reasonably, such an audit will be conducted by an independent third party (“Auditor”) reasonably acceptable to Processor. Before the commencement of any such on-site audit, Customer must submit in writing a detailed proposed audit plan to Processor at least 30 business days in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration and date of the audit, as well as the proposed Auditor. Processor will review the proposed audit plan and provide Customer with any concerns or questions and will work cooperatively with Customer to agree on a final audit plan. Prior to the start of an audit, the Parties will agree to reasonable time, duration, place and manner conditions for the audit, and a reasonable reimbursement rate payable by Customer to Processor for Processor’s audit expenses. The results of the audit and all information reviewed during such inspection will be deemed Processor’s confidential information, and subject to the Confidentiality provisions in the Agreement. Notwithstanding any other terms, the Auditor may only disclose to the Customer any specific violations of the DPA, if any, and the basis for such findings, and shall not disclose to the Customer any of the records or information reviewed during the inspection.

7. USE OF SUB-PROCESSORS

7.1  Customer acknowledges and agrees that Processor may appoint Sub-processors to assist it in providing the Service and Processing Controller Data provided that such Sub-processors agree to (a) act only on Processor’s instructions when Processing the Controller Data (which instructions shall be consistent with Controller’s processing instructions to Processor); and (b) protect the Controller Data to a standard consistent with the requirements of this DPA.

7.2 Sub. The names of all Sub-processors used as of the Effective Date for the processing of Controller Data under this DPA is set forth on Schedule 3.

7.3 Processor will provide 10 (ten) days’ notice of a new sub-processor to Customer. Customer may object to Processor’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is in writing and based on reasonable grounds relating to data protection, and such objection is made within 10 (ten) days after the notice of the new sub-processor provided by Processor. Any such written objection shall include Customer’s specific reasons for its objection and proposed options to mitigate alleged risk, if any. In such an event, the Parties agree to discuss commercial reasonable alternative solutions in good faith. If the parties cannot reach a resolution within sixty (60) days from the date of Processor’s receipt of Customer’s written objection, Customer may discontinue the use of the affected Services by providing written notice to Processor. In the absence of timely and valid objection by Customer, such new Sub-processor may be commissioned to Process Controller Data.

7.4 Liability. Processor shall be liable for the acts and omissions of its Sub-processors use to provide the Services to the same extent Processor would be liable if performing the services of each Subprocessor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

8. INTERNATIONAL PROVISIONS

8.1 Jurisdiction Specific Terms. To the extent Processor Processes Controller Data originating from and protected by Applicable Data Protection Law in one of the jurisdictions listed in Schedule 4 (Jurisdiction Specific Terms) of this DPA, the terms specified in Schedule 5 with respect to the applicable jurisdiction(s) apply in addition to the terms of this DPA.

8.2 Restricted Transfers. To the extent Customer’s use of the Services involves a Restricted Transfer of Controller Data, the terms set forth in Schedule 4 (Cross Border Transfer Mechanisms) will apply. In the event of any conflict or inconsistency between this DPA and the terms set forth in Schedule 4, the terms in Schedule 4 shall apply.

9. LIMITATION ON LIABILITY

9.1 In no event will either Party or their respective directors, officers, agents, or employees be liable to the other party for any reason, whether in contract or in tort for any claims or liability arising out of or based upon this DPA, excess of the amount actually paid by the Customer to Processor in the twelve months preceding the first incident out of which the liability arose, regardless of the form in which any legal or equitable action may be brought.

9.2 For the avoidance of doubt, Processor’s and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

10. MISCELLANEOUS

10.1  Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction alone, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this DPA.

10.2  This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Applicable Data Protection Law.

10.3 Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Law, in the name and on behalf of its Authorized Affiliates, if and to the extent Askelle processes Personal Data for which such Authorized Affiliates qualify as the Controller.

10.4 This DPA may not be amended or modified except by the mutual agreement of the Parties; provided, however, Customer will be notified thirty (30) days in advance of any amendments or modifications to this DPA, which shall take effect in the next billing cycle, and Customer’s continued use of the Services shall constitute acceptance of such amendments and/or modifications. This DPA may be executed in counterparts. The terms and conditions of this DPA are confidential and each Party agrees and represents, on behalf of itself, its employees and agents to whom it is permitted to disclose such information that it will not disclose such information to any third party; provided, however, that each Party shall have the right to disclose such information to its officers, directors, employees, auditors, attorneys and third party contractors who are under an obligation to maintain the confidentiality thereof and further may disclose such information as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction or as reasonably necessary to comply with any applicable law or regulation. Controller may not, directly or indirectly, by operation of law or otherwise, assign all or any part of its rights under this DPA or delegate performance of its duties under this DPA without Processor’s prior consent, which consent will not be unreasonably withheld. Processor may, without Controller’s consent, assign this DPA to any affiliate or in connection with any merger or change of control of Processor or the sale of all or substantially all of its assets provided that any such successor agrees to fulfil its obligations pursuant to this DPA. Subject to the foregoing restrictions, this DPA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

THIS DATA PROCESSING AGREEMENT FORMS AN INTEGRAL PART OF THE TERMS OF SERVICE. BY AGREEING TO THE TERMS OF SERVICE, THE CUSTOMER SIMULTANEOUSLY ACKNOWLEDGES AND ACCEPTS THE PROVISIONS OF THIS DPA.

Schedule 1 – Details of Processing 

1. Categories of Data Subjects

The personal data transferred concern the following categories of Data Subjects: The categories of data subjects are within the control of the Controller and may include individuals about whom data is provided to Processor by or at the direction of the Controller pursuant to the Agreement

2. Types of Personal Data Transferred

The personal data transferred concern the following categories of data: the categories of Personal Data are within the control of the Controller and may include data relating to individuals to the extent provided to Processor by or at the direction of the Controller pursuant to applicable terms of service between them.

3. Sensitive Data Transferred

The personal data transferred concern the following special categories of data: the categories of Personal Data are within the control of the Controller and may include data relating to individuals to the extent provided to Processor by or at the direction of the Controller pursuant to applicable terms of service between them.

4. Frequency of the Transfer.

Continuous.

5. Nature of Processing

The Personal Data transferred will be subject to the following basic processing activities: Processor will Process Controller Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services. The processing operations are the Services that are used by the Controller.

6. Purpose of Processing

The purpose of the Processing of Controller Data by Processor is to provide Customer with the Services under the Agreement.

7. Duration of the Processing

The Term of the Agreement, plus the period from the expiry of such Term until deletion of all Controller Data by the Processor in accordance with the DPA. 

Schedule 2 – Technical and Organisational Security Measures

Organization Security

Personnel

Security of the Askelle environment is the responsibility of all Askelle employees, contractors, and temporary workers who have access to Askelle information systems. All personnel are required to understand and follow program policies and processes.

Security and Awareness Training

During the onboarding process all employees are given information security and privacy training.

Some technical teams require elevated access to information systems to perform their job duties. All employees are required to report potential security and privacy related issues to the appropriate internal teams. They acknowledge that failure to do so may result in disciplinary measures up to and including termination.

Schedule 3 – Sub-processor List

The Customer has authorized the use of the Sub-processors located at https://askelle.ai/legal/#sub-processors.

Schedule 4 – Cross Border Transfer Mechanisms

1. Definitions

1. “EC” means the European Commission.

2. “EEA” means the European Economic Area.

3. “EEA Personal Data” is Controller Data collected from data subjects when they are located in the EEA.

4. “Standard Contractual Clauses” means (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for transferring personal data to third countries under Regulation (EU) 2016/679 of the European Parliament and of the Council (“EU SCC”); (ii) where the UK GDPR applies, the International Data Transfer Agreement: Controller to Processor under Section 119A of the Data Protection Act 2018 (“UK SCC”); and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (“Swiss SCC”).

5. “Swiss Personal Data” means Controller Data collected from data subjects when they are located in Switzerland.

6. “UK Personal Data” means Controller Data collected from data subjects when they are located in the United Kingdom.

2. Cross-Border Data Transfer Mechanisms

2.1. EEA Personal Data. The Parties agree that the Standard Contractual Clauses will apply to Controller Data that is transferred via the Services from the EEA or Switzerland, either directly or via onward transfer, to any country or recipient outside the EEA or Switzerland that is: (a) not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for Personal Data. To the extent applicable, the Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and are deemed executed by each of the Parties acting on their own behalf and on behalf of their Affiliates (where applicable) without the need for any further signature from either party and completed as follows:

(a) Module Two (Controller to Processor) of the Standard Contractual Clauses will apply where Customer is a Controller of Controller Data and Askelle is Processing Controller Data.

(b) Module Three (Processor to Processor) of the Standard Contractual Clauses will apply where Customer is a Processor of Controller Data and Askelle is Processing Controller Data.

(c) For each Module, where applicable:

(i) in Clause 7 of Standard Contractual Clauses, the optional docking clause will   not apply;

(ii) the audits described in Clause 8.9(c) and (d) of the SCC shall be carried out in accordance with Section 6 of the DPA

(iii) in Clause 9 of the Standard Contractual Clauses, Option 2 will apply and the time period for prior notice of sub-processor changes will be as set forth in the DPA;

(iii) in Clause 11 of the Standard Contractual Clauses, the optional language will not apply;

(iv) the liability described in Clause 12 shall in no event exceed the limitations set forth in the DPA, and that under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their Affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party or any third party for any lost profits, lost sales of business, lost data (being data lost in the course of transmission via Customer’s systems or over the Internet through no fault of Supplier), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. For the avoidance of doubt, this section shall not be construed as limiting the liability of either party with respect to claims brought by data subjects;

(v) the certification of deletion of Controller Data that is described in Clause 16(d) of the SCC shall be provided by Processor to Customer only upon Customer’s request.

(vi) in Clause 17 (Option 1), the Standard Contractual Clauses will be governed by Irish law;

(vii) in Clause 18(b) of the Standard Contractual Clauses, disputes will be resolved before the courts of Ireland;

(viii) in Annex I, Part A of the Standard Contractual Clauses:

Data Exporter: Customer.

Contact details: See signature line of DPA.

Data Exporter Role: The Data Exporter’s role is set forth in Section 3 (Relationship of the Parties) of this DPA.

Signature and Date: By entering into the DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

Data Importer: Processor (Askelle)

Contact details: Ashton Brehm, ashton@askelle.ai

Data Importer Role: The Data Importer’s role is set forth in Section 3 (Relationship of the Parties) of this DPA.

Signature and Date: By entering into the DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the DPA.

(ix) in Annex I, Part B of the Standard Contractual Clauses:

The categories of data subjects: see Schedule 1 (Details of Processing) of this DPA.

The Sensitive Data transferred: see Schedule 1 (Details of Processing) of this DPA.

The frequency of the transfer is a continuous basis for the duration of the Agreement.

The nature of the processing: see Schedule 1 (Details of Processing) of this DPA.

The purpose of the processing: see Schedule 1 (Details of Processing) of this DPA.

The period for which the Personal Data will be retained: see Schedule 1 (Details of Processing) of this DPA.

(viii) in Annex I, Part C of the Standard Contractual Clauses: The Irish Data Protection Commission will be the competent supervisory authority;

(ix) Schedule 2 (Technical and Organizational Security Measures) of this Addendum serves as Annex II of the Standard Contractual Clauses; and

(xii) In relation to Swiss Personal Data:

(a) For purposes of Annex I.C under Clause 13 of Standard Contractual Clauses insofar as the data transfer is governed by the Switzerland Federal Act on Data Protection of 19 June 1992 (SR 235.1; FADP) or the FADP’s revised 25 September 2020 version, the Supervisory Authority shall be Switzerland’s Federal Data Protection and Information Commissioner (FDPIC);

(b) The term “member state” must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in Switzerland in accordance with Clause 18(c) of the Standard Contractual Clauses. The Standard Contractual Clauses shall also protect the data of Switzerland legal entities until the entry into force of the 25 September 2020 revised version of the Federal Act on Data Protection (revised FADP). Any references in the Standard Contractual Clauses to “Directive 95/46/EC” or “Regulation (EU) 2016/679” shall be interpreted as references to the Swiss DPA.

2.3 UK Personal Data. The parties agree that the Information Commissioner’s Office’s International Data Transfer Agreement, referred to hereafter as Standard Contractual Clauses, will apply to UK Personal Data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside the United Kingdom that is not recognized by the ICO as providing an adequate level of protection for Personal Data. To the extent applicable, the Standard Contractual Clauses will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

PART 1: TABLES

Table 1: Parties

Start Date	See Effective Date of the DPA
The Parties	Data Exporter (Controller)	Askelle – Data Importer (Processor)
Parties’ details	See Section 2.1(c)(viii), above.	See Section 2.1(c)(viii), above.
Key Contact	See Section 2.1(c)(viii), above.	See Section 2.1(c)(viii), above.

Table 2: Transfer Details

UK country’s law that governs the IDTA:	☒ England and Wales ☐ Northern Ireland ☐ Scotland
Primary place for legal claims to be made by the Parties	☒ England and Wales ☐ Northern Ireland ☐ Scotland
The status of the Exporter	In relation to the Processing of the Transferred Data: ☒ Exporter is a Controller ☐ Exporter is a Processor or Sub-Processor
The status of the Importer	In relation to the Processing of the Transferred Data: ☐ Importer is a Controller ☒ Importer is the Exporter’s Processor or Sub-Processor ☐ Importer is not the Exporter’s Processor or Sub-Processor (and the Importer has been instructed by a Third Party Controller)
Whether UK GDPR applies to the Importer	☒ UK GDPR applies to the Importer’s Processing of the Transferred Data ☐ UK GDPR does not apply to the Importer’s Processing of the Transferred Data
Linked Agreement	If the Importer is the Exporter’s Processor or Sub-Processor – the agreement(s) between the Parties which sets out the Processor’s or Sub-Processor’s instructions for Processing the Transferred Data: Name of agreement: DPA to which this Schedule 4 is attached. Date of agreement: Same as above. Parties to the agreement: Same as above. Reference (if any): None. If the Exporter is a Processor or Sub-Processor – the agreement(s) between the Exporter and the Party(s) which sets out the Exporter’s instructions for Processing the Transferred Data: (complete if applicable otherwise put N/A) Name of agreement: Date of agreement: Parties to the agreement: Reference (if any):
Term	The Importer may Process the Transferred Data for the following time period: ☒ the period for which the Linked Agreement is in force ☐ time period: ☐ (only if the Importer is a Controller or not the Exporter’s Processor or Sub-Processor) no longer than is necessary for the Purpose.
Ending the IDTA before the end of the Term	See Termination provision in the DPA to which this Schedule 4 is attached.
Ending the IDTA when the Approved IDTA changes	See Termination provision in the DPA to which this Schedule 4 is attached.
Can the Importer make further transfers of the Transferred Data?	☐ The Importer MAY transfer on the Transferred Data to another organisation or person (who is a different legal entity) in accordance with Section 16.1 (Transferring on the Transferred Data). ☒ The Importer MAY NOT transfer on the Transferred Data to another organisation or person (who is a different legal entity) in accordance with Section 16.1 (Transferring on the Transferred Data).
Specific restrictions when the Importer may transfer on the Transferred Data	The Importer MAY ONLY forward the Transferred Data in accordance with Section 16.1: ☒ if the Exporter tells it in writing that it may do so. ☐ to: ☐ to the authorised receivers (or the categories of authorised receivers) set out in: ☐ there are no specific restrictions.
Review Dates	☐ No review is needed as this is a one-off transfer and the Importer does not retain any Transferred Data First review date: The Parties must review the Security Requirements at least once: ☐ each month(s) ☐ each quarter ☐ each 6 months ☒ each year ☐ each year(s) ☐ each time there is a change to the Transferred Data, Purposes, Importer Information, TRA or risk assessment

Table 3: Transferred Data

Transferred Data	See Schedule 1 of the DPA to which this Schedule 4 is attached.
Special Categories of Personal Data	See Schedule 1 of the DPA to which this Schedule 4 is attached.
Relevant Data Subjects	See Schedule 1 of the DPA to which this Schedule 4 is attached.
Purpose	See Schedule 1 of the DPA to which this Schedule 4 is attached.

Table 4: Security Requirements

Security of Transmission	See Schedule 2 of the DPA to which this Schedule 4 is attached.
Security of Storage	See Schedule 2 of the DPA to which this Schedule 4 is attached.
Security of Processing	See Schedule 2 of the DPA to which this Schedule 4 is attached.
Organisational security measures	See Schedule 2 of the DPA to which this Schedule 4 is attached.
Technical security minimum requirements	See Schedule 2 of the DPA to which this Schedule 4 is attached.
Updates to the Security Requirements	☒ The Security Requirements will update automatically if the information is updated in the Linked Agreement referred to. ☐The Security Requirements will NOT update automatically if the information is updated in the Linked Agreement referred to. The Parties must agree a change under Section 5.3.

PART 2: EXTRA PROTECTION CLAUSES

Extra Protection Clauses:
(i) Extra technical security protections	N/A
(ii) Extra organisational protections	N/A
(iii) Extra contractual protections	N/A

PART 3: COMMERCIAL CLAUSES

Commercial Clauses

See Agreement to which the DPA is attached.

PART 4: MANDATORY CLAUSES

The template IDTA A1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 5.4. By entering into the DPA, the parties are deemed to have signed the IDTA, incorporated herein by reference, as of the Effective Date of the Agreement.

 Schedule 5 – Jurisdiction Specific Terms

1. Australia

1.1 The definition of “Applicable Data Protection Law” includes the Australian Privacy Principles and the Australian Privacy Act (1988).

1.2 The definition of “Personal Data” includes “Personal Information” as defined under Applicable Data Protection Law.

2. Brazil

2.1 The definition of “Applicable Data Protection Law” includes the Lei Geral de Proteção de Dados (LGPD).

2.2 The definition of “Data Breach” includes a security incident that may result in any relevant risk or damage to data subjects.

2.3 The definition of “Processor” includes “operator” as defined under Applicable Data Protection Law.

3. Canada

3.1 The definition of “Applicable Data Protection Law” includes the Federal Personal Information Protection and Electronic Documents Act (PIPEDA).

4. European Economic Area (EEA)

4.1 The definition of “Applicable Data Protection Law” includes the General Data Protection Regulation (EU 2016/679) (“GDPR”).

4.2 Notwithstanding anything to the contrary in this DPA or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any GDPR fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR.

5. Israel

5.1 The definition of “Applicable Data Protection Law” includes the Protection of Privacy Law (PPL).

5.2 The definition of “controller” includes “Database Owner” as defined under Applicable Data Protection Law.

5.3 The definition of “processor” includes “Holder” as defined under Applicable Data Protection Law.

6. Japan

6.1 The definition of “Applicable Data Protection Law” includes the Act on the Protection of Personal Information (APPI).

6.2 The definition of “Personal Data” includes “Personal Information” as defined under Applicable Data Protection Law.

6.3 The definition of “Controller” includes “Business Operator” as defined under Applicable Data Protection Law.

6.4 The definition of “Processor” includes a business operator entrusted by the Business Operator with the handling of Controller Data in whole or in part (also a “trustee”), as described under Applicable Data Protection Law. As a trustee, Processor will ensure that the use of the Controller Data is securely controlled.

7. Singapore

7.1 The definition of “Applicable Data Protection Law” includes the Personal Data Protection Act 2012 (PDPA).

8. Switzerland

8.1 The definition of “Applicable Data Protection Law” includes the Swiss Federal Act on Data Protection.

9. United Kingdom (UK):

9.1 References in this Addendum to GDPR will to that extent be deemed to be references to the corresponding laws of the United Kingdom (including the UK GDPR and Data Protection Act 2018).

9.2 Notwithstanding anything to the contrary in this Addendum or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any UK GDPR fines issued or levied under Article 83 of the UK GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the UK GDPR.

Askelle In-Product Cookie Policy

Askelle In-Product Cookie Policy

 

This In-Product Cookie Policy (“Policy”) provides information about how and when Askelle (“Askelle”) uses Cookies within the Services. For the purposes of this Policy, the term, “Services,” shall have the meaning as defined in the Terms of Service.

We encourage you to periodically review this page for the latest information on the Policy, which we update from time to time to reflect changes to our Services, changes in laws or regulations, or for other reasons. Any changes will be effective from the time of publication of the new In-Product Cookie Policy. Your continued use of the Services after the changes have been implemented shall indicate your agreement with the terms of such revised Policy.

The content of this Policy is for your general information and use only. To the fullest extent permitted by applicable law of your region, Askelle expressly excludes liability for inaccuracies or errors in this Policy. If you identify a discrepancy, please report it to us immediately at  support@askelle.ai.

 

What Is a Cookie?

In general, a cookie is a small text file that is placed on a user’s browser by a web page server. Cookies and related web technologies (which we refer to herein collectively as “Cookies”) contain information that can later be read by a web server in the domain that issued the Cookie. You can find out more about each Cookie by viewing the lists below. In addition to cookies, we may automatically receive and record information on our server logs from the browser or device of a user, which may include the type of browser and/or device being used to access the Services.

 

Why Askelle Uses Cookies Within Its Services

When users engage with the Services, we may place a number of Cookies in the user’s browser. For example, we use Cookies within the Services to enable to improve user experience, and to allow our Subscribers to track and analyze usage, navigational, and other statistical information to continuously improve our Service.

Askelle only uses the data it collects from such Cookies to provide the Services or in aggregate form, Askelle does not in a manner that would identify a Customer’s End-Users personally.

 

What Types of Cookies Does Askelle Use

Askelle’s in-product Cookies fall within one of the three following categories:

Category	Description
Essential Cookies	Essential cookies are also referred to as “strictly necessary” since without them we cannot provide the functionality required to use the Services. For example, essential Cookies may bolster security, or help with load balancing as users navigate through the Services.
Performance/Analytics Cookies	Performance/Analytics Cookies track information about visits to the Services so that we or our Customers can make improvements and report on performance. These Cookies collect information about how visitors use the Services, which site or page the user came from, the number of each user’s visits and how long a user stays on the Services. We may also use Analytics Cookies to test new features to see how users react to them.
Functionality Cookies	During users’ interaction with the Services, Functionality Cookies are used to remember information users have entered. They also store user preferences when personalizing the Services to optimize the use of Askelle. These preferences are remembered through the use of the persistent Cookies, and the next time a user engages with the Services they will not have to set them again.

 

How To Disable Cookies

Users can control the use of Cookies at the individual browser level. If a user elects not to activate a given Cookie or disables certain cookies, users may still interact with the relevant Services, but their ability to use some features or areas of the Services may be limited.

Users can generally activate or later deactivate the use of Cookies through functionality built into their web browser. To learn more about how to control Cookie settings through a browser, click the links below relating to certain browsers:

• Chrome
• Firefox
• Explorer and Edge
• Safari

To learn more about Cookies, or how to control, disable or delete them, please visit  http://www.aboutcookies.org  for detailed guidance. Further, certain third-party advertising networks, including Google, permit users to opt out of or customize preferences associated with your internet browsing generally. To learn more about this feature from Google, click here.

Some jurisdictions require or recommend that website operators inform users about the nature of Cookies they utilize and in certain circumstances, obtain a user’s consent for the placement of certain types of Cookies. Options for enabling consent mechanisms for the Askelle End-User Cookies are discussed below.

 

End-User Cookies

If you are a Askelle Customer and use our Services to engage with your customers (“End-Users”), depending on the products and features you use and how you have configured them, Askelle may place Cookies on the End-Users’ browsers during such interactions. The length of time a cookie will stay on the End User’s browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you close your browser. Persistent cookies stay on your browsing device until they expire or are deleted.

To understand which specific Cookies are used in your implementation and how and why they are used, please contact support@askelle.ai for additional information or by mail at Askelle, Suite 1620, 444 5^th Avenue SW, Calgary, Alberta, Canada, T2P 2T8.

Sub-Processors

Effective February 10, 2025
A sub-processor is a third-party data processor engaged by Askelle, including entities from within Askelle, who has access to or processes customer content containing personal information. Askelle uses sub-processors to assist it in providing the software services as described in the online Terms of Service, Software as a Service Agreement, API License Agreement, or Master Subscription Agreement, each as applicable (collectively, the “Agreements”). Defined terms used herein shall have the same meaning as defined in the respective Agreement. Askelle evaluates the security, privacy and confidentiality practices of proposed sub-processors that will or may have access to or otherwise process customer content and enters into Data Protection Agreements with each such sub-processor. Askelle provides notice of new sub-processors via this advisory, with updates to the list of sub-processors that are utilized. Askelle undertakes to keep this list updated regularly. This advisory does not give customers any additional rights or remedies and should not be construed as a binding agreement. The information herein is only provided to illustrate Askelle’s engagement process for sub-processors as well as to provide the actual list of third-party sub-processors used by Askelle as of the date of this advisory (which Askelle may use in the delivery and support of its software services). If you are a Askelle customer and wish to enter into our DPA available at https://askelle.ai/legal/#dpa, please email us at support@askelle.ai.

Sub-processor Name	Purpose	Entity Region
Hubspot	CRM	US
Google	Email	US
Stripe	Payment	US
Slack	Internal Collaboration	US
CloudFare	Cloud Computing	European Economic Area
Google Ads	Advertisement	US
LinkedIn Ads	Advertisement	US
Google Analytics	Web Analytics	US
HotJar	Web Analytics	US
FreshWorks	CSM	US