GDPR Data Processing Addendum & AI-Powered Features Terms
Effective Date: May 25, 2018 — Except where otherwise negotiated in writing, this Data Processing Addendum ("DPA") forms part of the Master Services Agreement found at Section 26 for the use of Internet4associations' online membership management service ("Service") for the Processing of Personal Data, including EU Personal Data.
In consideration of the mutual obligations set out herein, Internet4associations and Client, collectively ("the Parties") hereby agree that the terms and conditions set forth below shall be added as an addendum to the Master Services Agreement to govern processing by Internet4associations of any EU Personal Data that is subject to the European Union ("EU") General Data Protection Regulation 2016/679 ("GDPR") and similar laws, which require certain data protection and privacy obligations to be covered contractually.
To the extent that any terms or conditions set forth in any other agreement between the Parties, including agreements entered into after the date of this DPA, conflict with any terms or conditions of this DPA, it is expressly understood and agreed that the terms and conditions set forth in this DPA will apply rather than the conflicting terms and conditions in any other written agreement, unless the Parties explicitly agree otherwise in writing. The Parties will not agree, under any circumstance, to providing less protection to EU Personal Data than is required by all applicable laws, regulations, directives, rules, standards, and frameworks.
Effective Period: This DPA will be effective beginning May 25, 2018, and will remain effective for as long as Internet4associations and any Sub-Processor to which Internet4associations has disclosed any EU Personal Data retains any EU Personal Data received from Client.
For purposes of this DPA, the following terms will have the following meanings:
Any Capitalized, data protection terms used in this DPA, which are not specifically defined in this DPA, will have the meaning ascribed to them in the GDPR.
The Parties' General Compliance Obligations: In connection with the Services covered by the Master Services Agreement and this DPA, Internet4associations and Client will comply with all applicable provisions of the GDPR on and after May 25, 2018, as well as all applicable Member State laws and regulations.
Details of Processing: Pursuant to Article 28 of the GDPR, the details of the processing covered by the Master Services Agreement and this DPA are set forth in the Appendix ("Appendix: Details of Processing") attached to this DPA.
The Parties agree that Client is the Controller, and Internet4associations is the Processor. Client is and shall remain responsible for compliance with all requirements imposed on Controllers, including but not limited to confirming the lawful basis for all processing activities conducted by Internet4associations on Client's behalf and obtaining consent from data subjects, where required.
Client authorizes Internet4associations to collect and process the EU Personal Data needed to perform the Services for which Client is contracting with Internet4associations in the Master Services Agreement. Client agrees to limit any EU Personal Data it transfers to Internet4associations or to which Internet4associations is otherwise given access for processing to only EU Personal Data needed by Internet4associations to fulfill its obligations under the Master Services Agreement.
Client authorizes the transfer, processing and storage of EU Personal Data outside the European Economic Area (EEA) in order to fulfill the purpose of the Services.
Client grants a general authorization to Internet4associations to engage or replace Sub-Processors to perform part of the Service, provided that Internet4associations respects all requirements set forth in the GDPR for the appointment of Sub-Processors. Client hereby consents to Internet4Associations' engagement of Sub-Processors in connection with the processing of the Personal Data.
Upon written request, Internet4associations will make the list of applicable Sub-Processors available to Client. Client may reasonably object to any new Sub-Processor, in which case Internet4associations will use reasonable efforts to make a change in the Service or recommend a commercially reasonable change to avoid processing by such Sub-Processor. If Internet4associations is unable to provide an alternative, Client may terminate the affected Services.
Internet4associations will enter into written agreements with each Sub-Processor containing reasonable provisions relating to the implementation of technical and organizational measures in compliance with the GDPR. Internet4associations will remain liable for acts and omissions of its Sub-Processors in connection with the provision of the Services.
In the event of any breach of this DPA by Client, Internet4associations has the right to terminate the Services and Agreement without penalty to Internet4associations upon written notice to Client.
Client will fully indemnify, hold harmless and defend Internet4associations, its affiliates, and their respective officers, directors, employees, agents and contractors (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, regulatory investigations, enforcement actions, administrative penalties, fees, fines, costs, and expenses (including but not limited to reasonable attorney's fees and costs) (each a "Claim") any of them suffer as a result of:
Internet4associations reserves the right to assume the exclusive defense and control of any matter subject to indemnification at the expense of Client, and in such case, Client agrees to cooperate with Internet4associations in the defense of any such Claim.
If any provision of this DPA is, to any extent, invalid or unenforceable, all other provisions of the DPA will remain in full force and effect. To the extent permitted and possible, the invalid or unenforceable provision will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If this is not permissible or not possible, then the DPA will be construed as if the invalid or unenforceable provision were not included in the DPA.
Nothing in this DPA will limit Internet4Associations' rights or remedies under the Agreement or at law.
The Parties to this DPA submit to the choice of jurisdiction set forth in the Master Services Agreement with respect to any disputes or claims arising under this DPA. The Parties further stipulate that any and all disputes concerning the construction and interpretation of this DPA and/or the Parties' obligations under this DPA will be handled in accordance with pertinent provisions governing disputes or claims that are set forth in the Master Services Agreement.
The subject matter and duration of the Processing of EU Personal Data are set forth in the Agreement and this DPA.
Important: This Addendum adds to your Master Services Agreement governing your use of the artificial intelligence (AI) features integrated into the i4a platform, including but not limited to text generation, image creation, CSV data analysis, and voice transcription tools powered by OpenAI (e.g., ChatGPT).
AI features are only available to authorized users who have licensed the i4a platform. These features are not available for use by the general public or by members or constituents of client organizations. By using these tools, the client confirms that access is limited to approved administrative personnel acting on behalf of their organization.
By using these AI features, you agree to the following terms and provide your explicit consent as outlined in the AI Consent Policy section below.
i4a offers AI-powered tools through integration with OpenAI's services. These tools are provided to assist users in creating content, analyzing data, and generating images or other outputs. All AI-generated content is produced by OpenAI and is subject to its own terms:
The i4a platform includes the following AI-powered tools:
AI-generated outputs may:
i4a does not guarantee the accuracy, completeness, legality, or usefulness of any AI-generated output and is not responsible for errors or misuse. You must review all generated content carefully before using or publishing it.
You agree not to use AI features to generate or disseminate content that:
i4a reserves the right to disable access to AI features for any user found to be in violation of these conditions.
i4a collects and processes limited data as part of providing AI-powered features. The following terms apply to your use of these features:
Use of AI features is subject to:
Each license applies only to the specific i4a platform instance or website for which it was purchased. Licenses are not transferable or shareable across multiple websites, domains, or installations. Clients with more than one site must obtain a separate license for each site where AI features will be enabled.
Details of pricing and billing will be communicated separately as part of your i4a service agreement. i4a reserves the right to modify pricing, service tiers, or feature availability at any time, with reasonable notice.
AI features rely on OpenAI's external services. i4a does not guarantee uninterrupted access or performance.
You may experience delays, outages, or degraded service outside of i4a's control.
For updates and availability, visit the OpenAI Status Page.
AI features are provided "as is" and "as available." i4a makes no warranties, express or implied, regarding:
To the maximum extent permitted by law, you agree to hold i4a harmless and to indemnify i4a, its affiliates, employees, officers, and agents from and against any and all claims, damages, losses, liabilities, costs, or expenses (including reasonable attorney's fees) arising from:
You assume full responsibility for how AI-generated outputs are used, published, stored, or interpreted within your organization or by your end users.
As part of using the AI features in this system, you acknowledge and consent to the following:
You understand that all generated content (text, images, or data analysis) is produced by OpenAI, not i4a.
You retain ownership of your inputs. Use of outputs is permitted, but must not violate laws or third-party rights.
You agree not to submit:
unless you are authorized and aware of the implications.
By using any AI-powered feature available to licensed clients, you:
By using the AI features, you also agree to OpenAI's Terms of Use and Privacy Policy.
If you do not agree to these terms, you must not use the AI features.
i4a reserves the right to modify these terms at any time. Continued use of AI features after changes are posted constitutes your acceptance of the updated policy.
If you have questions about this Data Processing & AI Addendum, please contact us:
Acknowledgment
By using i4a's Services, you acknowledge that you have read, understood, and agree to be bound by this Data Processing Addendum and AI-Powered Features Addendum.