Data Processing Addendum.

1. When this addendum applies

When Mode handles personal data for you, you are in charge of it and Mode follows your instructions.

This Data Processing Addendum is part of the Terms of Service between you and Mode. It applies whenever Mode processes personal data on your behalf while providing the Service ("customer personal data"). You do not need to sign anything. It takes effect with the Terms.

It does not cover the data Mode collects for itself about your account, billing and sign-ins. The Privacy Policy covers that.

2. Roles

You are the controller. Mode is your processor.

• You are the controller of customer personal data, or a processor acting for your own client. Mode is your processor, or subprocessor in the second case.
• Under United States state privacy laws, including the California Consumer Privacy Act, you are the business and Mode is your service provider or processor.
• You are responsible for having a lawful basis for the data, for the notices and consents your visitors, contacts and recipients are owed, and for the instructions you give.

3. Your instructions

Mode uses the data only to provide the Service to you.

Mode processes customer personal data only on your documented instructions. Your instructions are the Terms, this addendum, and what you, your team and your agents do through the app, the API and the tools. Mode will tell you if it believes an instruction breaks data protection law, and may hold that instruction until you confirm or change it. If a law requires Mode to process the data in another way, Mode will tell you first unless that law forbids it.

4. What is processed

Your visitors, your contacts and the people your agents work with.

5. Confidentiality

People at Mode who can reach the data are bound to keep it confidential.

Mode makes sure everyone it authorizes to process customer personal data is bound by a duty of confidentiality.

6. Security

Mode keeps the measures listed here in place.

Mode maintains technical and organizational measures to protect customer personal data that are appropriate to the risk. Today they include the following.

• Encryption of connections with TLS.
• Access tokens and secrets sealed with AES-256 encryption, never stored in readable form.
• Separation of each organization's data from every other, enforced on every request, tool and query, with automated tests that try to cross it.
• Sign-in by emailed link, with no passwords.
• Agent code run in a sandbox with no access to files, the network of the host or other customers.
• Approval by a person before an agent spends money, sends bulk email or erases data.
• Access by Mode staff to a customer account limited to Mode administrators and recorded in an audit log.
• Error reports stripped of request bodies, query strings, IP addresses and user agents before they leave Mode.
• Backups, with a deletion log that is applied again after any restore so that erased data stays erased.

Mode may change these measures as long as the overall level of protection does not fall.

7. Subprocessors

You agree to the providers on our list. We tell you before we add one, and you can object.

• You give Mode general authorization to use subprocessors. The current ones are on the Subprocessors page.
• Mode binds each subprocessor by contract to data protection duties that match this addendum, and remains responsible to you for what they do.
• Mode will update that page and email the owners of your organization at least 30 days before a new subprocessor starts processing customer personal data.
• If you object on reasonable data protection grounds within that time, we will work with you in good faith on a way around it. If none is found, you may stop using the affected part of the Service and cancel without penalty.
• Mode uses its AI model and search providers under their published terms, with no separate agreement. What those terms say about training, retention and location is set out on the Subprocessors page.
• Services you connect yourself, such as an ad platform, a workspace or your own model provider, are not Mode's subprocessors. You choose them and your agreement with them applies.

8. Requests from people

Mode gives you the tools to find, export and erase a person's data.

Mode provides tools to answer a person's request to access, export or erase their data. You can make a request for a person in the app, through an agent, or through the privacy API. Mode finds the person across every store from any one identifier, completes the request within 7 days, checks that nothing remains after an erasure, and keeps a record of the request that holds no personal data. An erased email address stays blocked in your project so it cannot be mailed again.

If a person sends a request about your data to Mode directly, Mode will pass it to you and will not answer it except to say so.

9. Help with your obligations

Mode helps where it holds the information.

Taking into account the nature of the processing and the information Mode has, Mode will give you reasonable help with data protection impact assessments, consultations with regulators, and your own security and breach notification duties.

10. Security incidents

If your data is breached, Mode tells you quickly and tells you what it knows.

Mode will notify the owners of your organization without undue delay, and no later than 72 hours after Mode confirms a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, customer personal data. The notice will describe what happened, the data and people likely affected, and what Mode is doing about it, with more detail as it becomes known. Telling you about an incident is not an admission of fault.

11. Deletion and return

You can export or delete at any time. After you leave, Mode deletes what remains.

• You set how long data is kept in each project. Unless you change them, events and recordings are kept 365 days, sent messages 400 days, message bodies 90 days, and inbox mail until you delete it.
• You can export and delete customer personal data at any time with the tools in the Service.
• When the Terms end, Mode will delete customer personal data within 30 days of your request, unless a law requires Mode to keep it.
• Backups are overwritten on their own schedule, within 14 days. If a backup is restored, erasures made since it was taken are applied again before the data is used.

12. Information and audits

Mode answers reasonable questions and allows an audit when the law gives you that right.

Mode will give you the information reasonably needed to show it meets this addendum. Where data protection law gives you a right to audit, you may audit Mode's processing of your data, or have an independent auditor bound by confidentiality do it, no more than once a year unless there has been a security incident, on at least 30 days' written notice, during business hours, at your cost and without access to other customers' data.

13. International transfers

Mode processes data in the United States. For data from Europe, the UK and Switzerland, the official transfer clauses apply automatically.

Mode processes customer personal data in the United States and in the countries shown on the Subprocessors page. Mode is not certified under the EU-US Data Privacy Framework.

Data from the EU and EEA

Where you transfer customer personal data that is subject to the EU General Data Protection Regulation to Mode in a country without an adequacy decision, the Standard Contractual Clauses approved by European Commission Implementing Decision (EU) 2021/914 (the "EU Clauses") are part of this addendum by reference. You are the data exporter and Mode is the data importer. They are completed as follows.

• Module. Module Two (controller to processor) applies where you are a controller. Module Three (processor to processor) applies where you are a processor for someone else.
• Clause 7. The optional docking clause does not apply.
• Clause 9. Option 2, general written authorization, applies. The notice period for a new subprocessor is 30 days, as the section on subprocessors above describes.
• Clause 11. The optional wording on an independent dispute resolution body does not apply.
• Clause 17. Option 1 applies and the EU Clauses are governed by the law of Ireland.
• Clause 18. Disputes are resolved by the courts of Ireland.
• Annex I. The parties are you and Mode, with the contact details in your account and on this page. The description of the transfer is the section "What is processed" above. Transfers are continuous for as long as you use the Service. The competent supervisory authority is the one that Clause 13 names for you.
• Annex II. The technical and organizational measures are the section "Security" above.
• Annex III. The subprocessors are those on the Subprocessors page.

Data from the United Kingdom

Where the transfer is subject to UK data protection law, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner (the "UK Addendum") is part of this addendum by reference. Its Tables 1 to 3 are completed with the information in the EU section above, and for Table 4 neither party may end the UK Addendum because the approved form changes.

Data from Switzerland

Where the transfer is subject to the Swiss Federal Act on Data Protection, the EU Clauses apply with these changes. References to the General Data Protection Regulation are read as references to the Swiss Act, the Federal Data Protection and Information Commissioner is the competent supervisory authority, references to a member state include Switzerland, and people in Switzerland may bring their claims in the Swiss courts.

If these conflict

If the EU Clauses or the UK Addendum conflict with the rest of this addendum or the Terms, the EU Clauses or the UK Addendum control for the transfers they cover. If one of these transfer tools is replaced or stops being valid, Mode will work with you to put a valid one in place.

14. United States state privacy laws

Mode does not sell your data or use it for anything but serving you.

Where customer personal data is subject to a United States state privacy law, Mode agrees to the following.

• Mode processes it only for the business purposes in the Terms and this addendum.
• Mode does not sell it or share it for cross-context behavioral advertising.
• Mode does not keep, use or disclose it outside the direct business relationship with you or for any purpose other than those business purposes, except as the law allows a service provider to do.
• Mode does not combine it with personal data from other sources, except as the law allows a service provider to do.
• Mode follows the law that applies to it and gives the data the level of privacy protection that law requires.
• Mode will tell you if it decides it can no longer meet these obligations.
• You may take reasonable and appropriate steps to make sure Mode uses the data consistently with your obligations, and to stop and remedy unauthorized use, including through the audit right above.

15. Liability and order

The limits in the Terms apply here too.

Each side's liability under this addendum is subject to the limits of liability in the Terms. If this addendum conflicts with the Terms about the processing of customer personal data, this addendum controls.