Data Processing Agreement (DPA)

Last updated: May 12, 2026

This Data Processing Agreement (“DPA”) forms part of the HiO AI Agreement (the “Agreement”). You acknowledge that you, on behalf of the Customer (as defined in the Agreement) (“You”, “Your”, “Customer”, “Organization” or “Data Controller”) have read, understood and agree to comply with this DPA, and are entering into a binding legal agreement with HiO AI Inc. (“HiO”, ”Us”, ”We”, ”Our”, “Service Provider” or “Data Processor”) to reflect the parties’ agreement with regard to the Processing of Personal Data (as such terms are defined below). Both parties shall be referred to as the “Parties” and each, a “Party”.

WHEREAS, HiO shall provide the services set forth in the Agreement (collectively, the “Services”) for Customer, as described in the Agreement; and

WHEREAS, In the course of providing the Services pursuant to the Agreement, we may process Personal Data on your behalf, in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing of Personal Data (defined below) within the context of the Services and agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, intending to be legally bound, agree as follows:

1. INTERPRETATION AND DEFINITIONS

The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA. References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated. Words used in the singular include the plural and vice versa, as the context may require. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. Definitions:

  1. “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.
  2. “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data. For the purposes of this DPA only, and except where indicated otherwise, the term “Data Controller” shall include the Organization and/or the Organization’s authorized Affiliates.
  3. “Data Protection Laws and Regulations” means all laws and regulations of the European Union, the European Economic Area and their Member States, including the GDPR, the UK GDPR, and the Israeli Privacy Protection Law, 5741–1981 and the regulations promulgated thereunder (including Privacy Protection Regulations (Transfer of Data to Databases Abroad), 5761–2001 and Privacy Protection Regulations (Data Security), 5777–2017), and any binding instructions, guidelines and requirements of the Israeli Privacy Protection Authority, as applicable to the Processing of Personal Data under the Agreement.
  4. “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
  5. “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  6. “HiO Group” means HiO and its Affiliates, and their employees, personnel, contractors and consultants engaged in the Processing of Personal Data.
  7. “Member State” means a country that belongs to the European Union and/or the European Economic Area. “Union” means the European Union.
  8. “Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as defined under Data Protection Laws and Regulations, as applicable. For the avoidance of doubt, Customer’s business contact information is not by itself deemed to be Personal Data subject to this DPA.
  9. “Personnel” means an agent, employee, contractors, and/or subcontractor employed or retained in any way, on a full or part time basis, by HiO or any of its Affiliates, as well as any employee or agent of a Sub-processor of HiO or any of its Affiliates.
  10. “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
  11. “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller.
  12. “Security Documentation” means the Security Documentation applicable to the specific Services purchased by Customer, as updated from time to time. The Security Documentation can be requested by contacting suppot@HiO.ai.
  13. “Standard Contractual Clauses” or “SCCs” means (i) the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council from June 4, 2021, as available here as updated, amended, replaced or superseded from time to time by the European Commission; or (ii) where required from time to time by a supervisory authority for use with respect to any specific restricted transfer, any other set of contractual clauses or other similar mechanism approved by such Supervisory Authority or by applicable laws for use in respect of such Restricted Transfer, as updated, amended, replaced or superseded from time to time by such Regulatory Authority or Data Protection Laws and Regulations.
  14. “Sub-processor” means any Processor engaged by HiO and/or HiO Affiliate to Process Personal Data on behalf of Customer.
  15. “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

2. PROCESSING OF PERSONAL DATA

  1. The Parties acknowledge and agree that with regard to the Processing of Personal Data under this DPA HiO is the Data Processor and HiO or members of the HiO Group may engage Sub-processors pursuant to the requirements set forth in Section ‎5 “Sub-processors” below. For clarity, this DPA shall not apply with respect to HiO processing activity as a Data Controller with respect to HiO data as detailed in HiO’s privacy policy. Any anonymized, statistical, de-identified and/or aggregated data derived from the usage of the Services (e.g., metadata, aggregated, analytics information) (“Aggregated Data”) will be used for research, analysis, service improvement, development purposes, and/or for statistical analysis. Such Aggregated Data is the sole and exclusive property of HiO.
  2. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and comply at all times with the obligations applicable to data controllers (including, without limitation, Article 24 of the GDPR). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the means by which Customer acquired Personal Data. Without limitation, Customer shall comply with any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies) and shall at all times have any and all required ongoing legal bases in order to collect, Process and transfer to HiO the Personal Data and to authorize the Processing by HiO of the Personal Data which is authorized in this DPA. Customer shall defend, hold harmless and indemnify HiO, its Affiliates and subsidiaries (including without limitation their directors, officers, agents, subcontractors and/or employees) from and against any liability of any kind related to any breach, violation or infringement by Customer and/or its authorized users of any Data Protection Laws and Regulations and/or this DPA and/or this Section. The indemnification obligation under this Section shall be subject to the limitation of liability provisions set forth in the Agreement.
  3. HiO’s Processing of Personal Data.
    1. Subject to the Agreement, HiO shall Process Personal Data that is subject to this DPA only in accordance with Customer’s documented instructions as necessary for the performance of the Services and for the performance of the Agreement and this DPA. The Parties agree that Customer’s documented instructions include the Agreement, this DPA, and Customer’s use and configuration of the Services. Any instructions that materially deviate from the Agreement, this DPA or the intended functionality of the Services must be agreed by the Parties in writing. Unless required to otherwise by Union or Member State law or any other applicable law to which HiO and its Affiliates are subject, HiO shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The duration of the Processing, the nature and purposes of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this DPA are further specified in Schedule 1 (Details of the Processing) to this DPA.
    2. To the extent that HiO or its Affiliates cannot comply with a request (including, without limitation, any instruction, direction, code of conduct, certification, or change of any kind) from Customer and/or its authorized users relating to Processing of Personal Data or where HiO considers such a request to be unlawful, HiO (i) shall inform Customer, providing relevant details of the problem (but not legal advice), (ii) HiO may, without any kind of liability towards Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, each Party may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to HiO all the amounts owed to HiO or due before the date of termination. Customer will have no further claims against HiO (including, without limitation, requesting refunds for Services) due to the termination of the Agreement and/or the DPA in the situation described in this paragraph (excluding the obligations relating to the termination of this DPA set forth below).
    3. HiO will not be liable in the event of any claim brought by a third party, including, without limitation, a Data Subject, arising from any act or omission of HiO, to the extent that such is a result of Customer’s instructions.

3. RIGHTS OF DATA SUBJECTS

If HiO receives a request from a Data Subject to exercise its rights as described under Data Protection Laws and Regulations (“Data Subject Request”), HiO shall, to the extent legally permitted, promptly notify and forward such Data Subject Request to Customer. Taking into account the nature of the Processing, HiO shall use commercially reasonable efforts to assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from HiO’s provision of such assistance.

4. HIO PERSONNEL

  1. HiO shall grant access to the Personal Data to its Personnel under its authority only on a need to know basis and ensure that such persons engaged in the Processing of Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  2. HiO may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws or applicable Data Protection Laws and Regulations (in such a case, HiO shall inform the Customer of the legal requirement before the disclosure, unless that law prohibits such information on important grounds of public interest), or (c) on a “need-to-know” basis under an obligation of confidentiality to legal counsel(s), data protection advisor(s), accountant(s), investors or potential acquirers.

5. AUTHORIZATION REGARDING SUB-PROCESSORS

  1. HiO’s current list of Sub-processors is available at https://hio.ai/legal/list-of-sub-processor (“Sub-processor List”) and is hereby approved by Data Controller. Customer hereby grants a general authorization to HiO to appoint new Sub-processors, and HiO shall comply with the conditions of Section ‎5.2 to ‎5.4. The Sub-processor List as of the date of execution of this DPA, is hereby authorized by Customer.
  2. Customer may find on the Sub-processor List a mechanism to subscribe to notifications of new Sub-processors, to which Customer shall subscribe, and if Customer subscribes (following the subscription instructions in the Sub-processor List), HiO shall provide notification of any new Sub-processor(s) before authorizing such new Sub-processor(s) to Process Personal Data in connection with the provision of the Services.
  3. Customer may reasonably object to HiO’s use of a Sub-processor for reasons related to the GDPR by notifying HiO promptly in writing within three (3) business days after receipt of HiO’s notice in accordance with the mechanism set out in Section ‎5.2 and such written objection shall include the reasons related to the GDPR for objecting to HiO’s use of such Sub-processor. Failure to object to such Sub-processor in writing within three (3) business days following HiO’s notice shall be deemed as acceptance of the Sub-processor. In the event Customer reasonably objects to a Sub-processor, as permitted in the preceding sentences, HiO will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s use of the Services to avoid Processing of Personal Data by the objected-to Sub-processor without unreasonably burdening the Customer. If HiO is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by HiO without the use of the objected-to Sub-processor by providing written notice to HiO provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to HiO. Until a decision is made regarding the Sub-processor, HiO may temporarily suspend the Processing of the affected Personal Data. Customer will have no further claims against HiO due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.
  4. This Section ‎5 shall not apply to subcontractors of HiO which provide ancillary services to support the performance of the DPA. This includes, for example, telecommunication services, maintenance and user service, cleaning staff, or auditors.

6. SECURITY

  1. Taking into account the state of the art, the costs of implementation, the scope, the context, the purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, HiO shall maintain all industry-standard technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Documentation which are hereby approved by Customer. Upon the Customer’s request, HiO will use commercially reasonable efforts to assist Customer, at Customer’s cost, in ensuring compliance with the obligations under Data Protection Laws and Regulations, taking into account the nature of the processing, the state of the art, and the information available to HiO.
  2. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement and this DPA, HiO shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of HiO) a copy or a summary of HiO’s then most recent third-party audits or certifications, as applicable (provided, however, that such audits, certifications and the results therefrom, including the documents reflecting the outcome of the audit and/or the certifications, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without HiO’s prior written approval and, upon HiO’s first request, Customer shall return all records or documentation in Customer’s possession or control provided by HiO in the context of the audit and/or the certification). At Customer’s cost and expense, HiO shall allow for and contribute to audits, including inspections of HiO’s, conducted by the controller or another auditor mandated by the controller (who is not a direct or indirect competitor of HiO) provided that the parties shall agree on the scope, methodology, timing and conditions of such audits and inspections. Notwithstanding anything to the contrary, nothing in this DPA will require HiO either to disclose to Customer (and/or its authorized auditors), or provide access to: (i) any data of any other customer of HiO; (ii) HiO’s internal accounting or financial information; (iii) any trade secret of HiO; or (iv) any information that, in HiO’s sole reasonable discretion, could compromise the security of any of HiO’s systems or premises or cause HiO to breach obligations under any applicable law or its obligations to any third party.

7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION

HiO shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, including Personal Data, transmitted, stored or otherwise Processed by HiO of which HiO becomes aware (a “Personal Data Incident”). HiO shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as HiO deems necessary, possible and reasonable in order to remediate the cause of such a Personal Data Incident to the extent the remediation is within HiO’s reasonable control. In any event, Customer will be the party responsible for notifying supervisory authorities and/or concerned data subjects (where required by Data Protection Laws and Regulations). HiO’s notification of or response to a Personal Data Incident under this Section 7 will not be construed as an acknowledgement by HiO of any fault or liability with respect to the Personal Data Incident.

8. RETURN AND DELETION OF PERSONAL DATA

Subject to the Agreement, HiO shall, at the choice of Customer, delete or return the Personal Data to Customer after the end of the provision of the Services relating to Processing, and shall delete existing copies unless applicable law requires storage of the Personal Data. In any event, to the extent required or allowed by applicable law, HiO may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defence of legal claims and/or to comply with applicable laws and regulations. If the Customer requests the Personal Data to be returned, the Personal Data shall be returned in the format generally available for HiO’s Customers.

9. AUTHORIZED AFFILIATES

  1. The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its authorized Affiliates, thereby establishing a separate DPA between HiO and Customer. Each authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an authorized Affiliate shall be deemed a violation by Customer.
  2. The Customer shall remain responsible for coordinating all communication with HiO under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its authorized Affiliates.

10. TRANSFERS OF DATA

  1. Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), the United Kingdom to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission, the UK supervisory authority (“Adequacy Decisions”), without any further safeguard being necessary.
  2. To the extent that there is Processing of Personal Data which includes transfers from the EEA, and/or the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other Countries”), the following terms shall apply: With respect to the EU transfers of Personal Data, Customer as a Data Exporter (as defined in the SCCs) and HiO on behalf of itself and each HiO Affiliate (as applicable) as a Data Importer (as defined in the SCCs) hereby enter into the SCC set out in Schedule 2. To the extent that there is any conflict or inconsistency between the terms of the SCC and the terms of this DPA, the terms of the SCC shall take precedence.

11. TERMINATION

This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. Sections ‎2.2, ‎2.3.c, 8 and 12 shall survive the termination or expiration of this DPA for any reason. This DPA cannot, in principle, be terminated separately from the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this DPA shall automatically terminate.

12. RELATIONSHIP WITH AGREEMENT

In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement.

13. LIMITATION OF LIABILITY

The liability of each Party arising out of or related to this DPA shall be subject to the exclusions and limitations of liability set forth in the Agreement.

14. LEGAL EFFECT

This DPA is incorporated into and forms part of the Agreement and shall become legally binding between Customer and HiO upon execution of the Agreement by the Parties. Neither Party may assign this DPA or its rights or obligations hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this DPA may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of such Party, or sale of all or substantially all of the equity interests of such Party, or sale of all or substantially all the assets of the Party to which this DPA relates. Any HiO obligation hereunder may be performed (in whole or in part), and any HiO right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of HiO.

15. AMENDMENTS

HiO may amend this DPA at any time, at its discretion by providing Customer with prior notice via email and/or on HiO’s website or platform, at HiO’s discretion, before the amendment becomes effective.

16. PARTIES’ AUTHORITY

The Parties represent and warrant that they each have the power to enter into, execute, perform and be bound by this DPA. Customer represents and warrants that the person executing the Agreement and this DPA on its behalf has been granted full authority to bind the Organization and, as applicable, its authorized Affiliates to this DPA. If you cannot, or do not have authority to, bind the Organization and/or its authorized Affiliates, you shall not supply or provide Personal Data to HiO. By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required or permitted under applicable Data Protection Laws and Regulations, in the name and on behalf of its authorized Affiliates, if and to the extent that HiO Processes Personal Data for which such authorized Affiliates qualify as the/a “data controller”.

List of Schedules

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