Data Processing Agreement

1. Definitions

In this Data Processing Agreement, the following terms shall have the meanings set out below:

• "Applicable Data Protection Laws" means all laws and regulations applicable to the processing of Personal Data, including but not limited to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act ("CCPA"), the California Privacy Rights Act ("CPRA"), and any other applicable privacy laws.
• "Client" or "Controller" means the entity that has entered into a service agreement with NextAnswerAI and determines the purposes and means of processing Personal Data.
• "Data Subject" means an identified or identifiable natural person whose Personal Data is processed.
• "NextAnswerAI" or "Processor" means NextAnswerAI, LLC, which processes Personal Data on behalf of the Client.
• "Personal Data" means any information relating to an identified or identifiable natural person, including but not limited to name, identification number, location data, online identifier, or factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that person.
• "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
• "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure, dissemination, restriction, erasure, or destruction.
• "Protected Health Information" or "PHI" has the meaning given under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").
• "Services" means the AI automation, IT infrastructure, healthcare solutions, translation services, and other services provided by NextAnswerAI to the Client.
• "Sub-processor" means any third party engaged by NextAnswerAI to process Personal Data on behalf of the Client.

2. Scope and Application

2.1 Scope

This DPA applies to the processing of Personal Data by NextAnswerAI on behalf of the Client in connection with the provision of Services. This DPA is an addendum to and forms part of the Terms of Service or any other master service agreement between the parties.

2.2 Roles of the Parties

For the purposes of this DPA, the Client is the Controller and NextAnswerAI is the Processor. The Client determines the purposes and means of processing Personal Data, while NextAnswerAI processes Personal Data only on the Client's documented instructions.

2.3 Details of Processing

The details of the processing activities are as follows:

• Subject Matter: Processing of Personal Data in connection with the Services
• Duration: The term of the applicable service agreement
• Nature and Purpose: To provide the Services as described in the service agreement
• Types of Personal Data: As specified in the applicable service agreement, which may include contact information, business data, communications, and service usage data
• Categories of Data Subjects: Client employees, customers, end users, and other individuals whose data is provided by the Client

3. Obligations of NextAnswerAI as Processor

3.1 Processing Instructions

NextAnswerAI shall:

• Process Personal Data only on documented instructions from the Client, including with regard to transfers to third countries, unless required by applicable law
• Immediately inform the Client if, in NextAnswerAI's opinion, an instruction infringes Applicable Data Protection Laws
• Not process Personal Data for any purpose other than as necessary to provide the Services

3.2 Confidentiality

NextAnswerAI shall:

• Ensure that all personnel authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
• Ensure that access to Personal Data is limited to personnel who need such access to perform the Services

3.3 Security Measures

NextAnswerAI shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including as appropriate:

• Encryption of Personal Data in transit and at rest
• Measures to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services
• Measures to restore availability and access to Personal Data in a timely manner in the event of a physical or technical incident
• Regular testing, assessment, and evaluation of the effectiveness of technical and organizational measures
• Access controls and authentication mechanisms
• Network security measures, including firewalls and intrusion detection
• Security monitoring and logging
• Employee security training and awareness programs
• Physical security measures for data centers and facilities
• Incident response procedures

3.4 Sub-processors

The Client provides general authorization for NextAnswerAI to engage Sub-processors, subject to the following conditions:

• NextAnswerAI shall maintain a list of Sub-processors and make it available to the Client upon request
• NextAnswerAI shall notify the Client of any intended changes concerning the addition or replacement of Sub-processors, giving the Client the opportunity to object to such changes
• If the Client objects to a new Sub-processor on reasonable grounds relating to data protection, the parties shall work in good faith to find a mutually acceptable solution
• NextAnswerAI shall ensure that each Sub-processor is bound by data protection obligations substantially similar to those in this DPA
• NextAnswerAI remains fully liable to the Client for the performance of each Sub-processor's obligations

3.5 Assistance to Controller

NextAnswerAI shall assist the Client:

• In responding to requests from Data Subjects to exercise their rights under Applicable Data Protection Laws (access, rectification, erasure, data portability, restriction, objection)
• In ensuring compliance with the Client's obligations regarding security of processing, notification of Personal Data Breaches, data protection impact assessments, and prior consultation with supervisory authorities
• By providing information necessary for the Client to demonstrate compliance with its obligations under Applicable Data Protection Laws

4. Data Subject Rights

4.1 Data Subject Requests

If NextAnswerAI receives a request from a Data Subject to exercise their rights under Applicable Data Protection Laws, NextAnswerAI shall:

• Promptly notify the Client of the request
• Not respond directly to the Data Subject unless authorized by the Client or required by law
• Provide reasonable assistance to the Client in responding to such requests

4.2 Assistance with Rights

Taking into account the nature of the processing, NextAnswerAI shall assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Client's obligation to respond to requests for exercising Data Subject rights.

5. Personal Data Breach

5.1 Notification

In the event of a Personal Data Breach affecting Personal Data processed on behalf of the Client, NextAnswerAI shall:

• Notify the Client without undue delay (and in any event within 48 hours) after becoming aware of the breach
• Provide the Client with sufficient information to enable the Client to meet its obligations to report the breach to supervisory authorities and/or affected Data Subjects
• Cooperate with the Client in investigating, mitigating, and remediating the breach

5.2 Breach Information

The notification shall include, at a minimum:

• A description of the nature of the breach, including the categories and approximate number of Data Subjects and Personal Data records concerned
• The name and contact details of the data protection officer or other contact point
• A description of the likely consequences of the breach
• A description of the measures taken or proposed to address the breach, including measures to mitigate its possible adverse effects

5.3 Documentation

NextAnswerAI shall document all Personal Data Breaches, including the facts relating to the breach, its effects, and the remedial action taken, and make such documentation available to the Client upon request.

6. International Data Transfers

6.1 Transfer Mechanisms

If Personal Data is transferred outside the European Economic Area (EEA), United Kingdom, or Switzerland, NextAnswerAI shall ensure that appropriate safeguards are in place, including:

• Standard Contractual Clauses approved by the European Commission
• Binding Corporate Rules
• Other legally recognized transfer mechanisms under Applicable Data Protection Laws

6.2 Additional Measures

Where required by Applicable Data Protection Laws, NextAnswerAI shall implement supplementary measures to ensure that the level of protection for Personal Data is not undermined by the transfer.

7. Audit Rights

7.1 Information and Audit

NextAnswerAI shall:

• Make available to the Client all information necessary to demonstrate compliance with this DPA
• Allow for and contribute to audits, including inspections, conducted by the Client or an auditor mandated by the Client
• Provide the Client with copies of relevant certifications, audit reports, or third-party assessments upon request

7.2 Audit Procedures

Audits shall be conducted with reasonable advance notice (at least 30 days unless a shorter period is required due to a suspected breach or regulatory requirement), during normal business hours, and in a manner that minimizes disruption to NextAnswerAI's operations. The Client shall bear its own costs for conducting audits unless the audit reveals material non-compliance by NextAnswerAI.

8. Healthcare Data (HIPAA Compliance)

8.1 Business Associate Agreement

For Services involving the processing of Protected Health Information (PHI) under HIPAA, the parties shall enter into a separate Business Associate Agreement ("BAA") that complies with HIPAA requirements. The BAA shall supplement this DPA with respect to PHI.

8.2 HIPAA Obligations

When processing PHI, NextAnswerAI shall:

• Use and disclose PHI only as permitted under the BAA and HIPAA
• Implement appropriate administrative, physical, and technical safeguards as required by the HIPAA Security Rule
• Report any use or disclosure of PHI not permitted by the BAA
• Report any Security Incident of which it becomes aware
• Ensure that any Sub-processors that create, receive, maintain, or transmit PHI agree to the same restrictions and conditions
• Make PHI available to individuals and the Client as required for HIPAA compliance
• Make internal practices and records available to the Secretary of Health and Human Services for compliance assessment

9. Data Retention and Deletion

9.1 Retention

NextAnswerAI shall retain Personal Data only for as long as necessary to provide the Services or as required by applicable law. Upon expiration or termination of the service agreement, NextAnswerAI shall, at the Client's choice:

• Return all Personal Data to the Client in a commonly used, machine-readable format; or
• Delete all Personal Data, unless storage is required by applicable law

9.2 Certification

Upon request, NextAnswerAI shall provide written certification of the deletion of Personal Data, except to the extent retention is required by law.

10. Liability and Indemnification

10.1 Liability

Each party shall be liable for damages caused by its breach of this DPA or Applicable Data Protection Laws. The limitations of liability set forth in the Terms of Service shall apply to this DPA, except to the extent prohibited by applicable law.

10.2 Indemnification

Each party shall indemnify the other party for any fines, penalties, damages, costs, or expenses arising from the indemnifying party's breach of this DPA or Applicable Data Protection Laws, subject to the limitations set forth in the Terms of Service.

11. Term and Termination

11.1 Term

This DPA shall remain in effect for the duration of the service agreement between the parties and for as long as NextAnswerAI processes Personal Data on behalf of the Client.

11.2 Survival

The obligations of this DPA that by their nature should survive termination shall survive, including but not limited to confidentiality obligations, data deletion requirements, and cooperation with investigations.

12. General Provisions

12.1 Governing Law

This DPA shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions, consistent with the Terms of Service.

12.2 Amendments

This DPA may be amended to comply with changes in Applicable Data Protection Laws. We will notify the Client of any material changes and provide an opportunity to review updated terms.

12.3 Conflict

In the event of any conflict between this DPA and the Terms of Service, this DPA shall prevail with respect to data protection matters.

12.4 Entire Agreement

This DPA, together with the Terms of Service and any applicable service agreements, constitutes the entire agreement between the parties with respect to the processing of Personal Data.

13. Contact Information

For questions about this Data Processing Agreement or to request a customized DPA for enterprise needs, please contact us at:

NextAnswerAI, LLC
Data Protection Contact: privacy@nextanswerai.com
Legal Department: legal@nextanswerai.com
Phone: +1 (786) 600-3354
General Inquiries: info@nextanswerai.com