Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of the Agreement between Henry AI Technologies LLC ("Henry", "we") and the Customer. It describes how Henry processes personal data contained in Customer Content on the Customer's behalf when providing the Service.

This DPA is incorporated into the Agreement automatically, without any further action, for every Customer whose use of the Service is subject to Data Protection Laws. Customers who need a countersigned copy for their records can request one by emailing legal@usehenry.ai; we will return a signed PDF of this same document. Capitalized terms not defined here have the meaning given in the Terms of Service.

1. Definitions

• "Agreement" means the Terms of Service, or a signed agreement between Henry and the Customer that governs the Service, together with any Order Form.
• "CCPA" means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations.
• "Customer Content" means data the Customer or its Authorized Users submit or make available to the Service, including messages, files, connected-tool data, and captured channel content.
• "Customer Personal Data" means personal data contained in Customer Content.
• "Data Protection Laws"means all laws that apply to the processing of personal data under this DPA, including the GDPR, the UK GDPR and the UK Data Protection Act 2018, the Swiss Federal Act on Data Protection ("FADP"), and the CCPA.
• "GDPR"means Regulation (EU) 2016/679. "UK GDPR" means the GDPR as it forms part of the law of the United Kingdom.
• "Personal data", "controller", "processor", "data subject", "processing", "supervisory authority", and "personal data breach" have the meanings given in the GDPR. "Business", "service provider", "consumer", "sell", and "share" have the meanings given in the CCPA.
• "Standard Contractual Clauses"or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission in Decision (EU) 2021/914.
• "UK Addendum" means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (version B1.0) issued by the UK Information Commissioner under section 119A of the Data Protection Act 2018.
• "Subprocessor" means a third party Henry engages to process Customer Personal Data on Henry's behalf.

2. Scope and roles

For Customer Personal Data, the Customer is the controller (or, under the CCPA, the business) and Henry is the processor (or service provider). Where the Customer is itself a processor acting for its own controllers, Henry acts as the Customer's subprocessor, and the Customer warrants that its instructions to Henry are authorized by those controllers.

Henry is an independent controller (or business) for the account, billing, support, and marketing data described in our Privacy Policy, such as Authorized Users' names and email addresses, billing identifiers, and usage records. That processing is governed by the Privacy Policy, not this DPA.

3. Details of processing (Annex 1)

The following table describes the processing of Customer Personal Data and serves as Annex I.B to the SCCs and Table 3 of the UK Addendum where those apply.

4. Customer instructions

Henry will process Customer Personal Data only on the Customer's documented instructions, including with regard to transfers to a third country, unless required to do otherwise by law that applies to Henry. In that case Henry will inform the Customer of the legal requirement before processing, unless the law prohibits that notice on important grounds of public interest.

The Customer's instructions are: the Agreement, this DPA, the configuration choices the Customer and its Authorized Users make in the Service (for example, which channels to capture, which tools to connect, and whether the Agent Browser is enabled), and the requests Authorized Users make through the Service. Henry will inform the Customer without delay if, in Henry's opinion, an instruction infringes Data Protection Laws.

The Customer is responsible for the lawfulness of Customer Personal Data, for having a lawful basis and any required notices or consents for submitting it to the Service, for its instructions, and for the actions of its Authorized Users. The Customer must not use the Service to process personal data of children under 13.

5. Confidentiality of personnel

Henry limits access to Customer Personal Data to personnel who need it to perform their duties, binds them to written confidentiality obligations that survive the end of their engagement, and requires multi-factor authentication for every staff account. As described in Annex 2, Henry's administrative tooling is built so that staff cannot read customer content, and every staff action is recorded in an append-only audit log.

6. Security measures (Annex 2)

Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, Henry implements and maintains the following technical and organizational measures. They serve as Annex II to the SCCs and Table 3 of the UK Addendum where those apply. A fuller narrative description is published at /security.

• Hosting and residency. The application runs on Vercel and its database and file storage run on Supabase (Amazon Web Services), both in the US West (Oregon) region. Customer Content is stored in the United States.
• Tenant isolation. Every Workspace's data is separated by Postgres row level security enforced with per-request tenant claims, backed by Workspace id filters in application code and an automated test suite that exercises the isolation rules on every code change. Code the Service executes on a Customer's behalf runs in a dedicated per-Workspace sandbox microVM whose network egress is locked to Henry's own gateway.
• Agent Browser. Browser sessions run on cloud browser infrastructure isolated to a single Authorized User. Each user's sign-in state for a site is kept in a separate browser profile whose reference is encrypted under the Workspace's data key and is deleted at the provider, with the deletion verified, when the user signs out, disconnects the browser, or the Workspace is deleted. Henry never handles the user's passwords or verification codes; the browser turn has no access to email, texts, files, or memory; navigation is confined to the task's site; and actions that cannot be undone require a fresh confirmation from the user that authorizes exactly one action. Screenshots are retained for 30 days.
• Logging. Every tool call the Service makes and every administrative settings change is recorded in an append-only log that Workspace admins on enterprise plans can review and export.
• Encryption. All data in transit is protected with TLS. Data at rest is encrypted with AES-256 by the storage provider. Integration credentials, custom connector tokens, customer-supplied model API keys, and other secrets are additionally encrypted with AES-256-GCM under per-Workspace envelope data keys, and key rotation is supported.
• Secret hygiene. API keys and tokens detected in captured channel content are redacted before storage. OAuth tokens for third-party tools connected through Pipedream Connect or Composio are held by those providers rather than by Henry.
• Authentication and access control. Sign-in by email one-time code or Google, with optional passwords, optional time-based one-time password (TOTP) two-factor authentication, and, for enterprise Customers, SAML single sign-on with domain verification, just-in-time provisioning, and SSO enforcement. Role-based access (owner, admin, member) within each Workspace, plus per-member controls over which integrations and tools each Authorized User can reach. Consequential actions in connected tools require human confirmation unless the Customer has granted a standing approval.
• Staff access. Henry's administrative panel is restricted to designated staff authenticated with TOTP. By construction it cannot display customer message content, memories, knowledge, task instructions, email bodies, or tool payloads. Every staff mutation writes an append-only audit record including actor, target, before and after state, IP address, and user agent; staff read logs are kept for 180 days. Direct production database access is limited to Henry's two founders, requires multi-factor authentication at the database provider, and is logged there.
• Secure development. Changes are reviewed and must pass automated tests, lint, type checks, a production build, and the tenant isolation test suite before they deploy. Dependencies are reviewed and updated regularly. Deployments are immutable and can be rolled back instantly.
• Availability and recovery. Managed infrastructure with daily automated database backups, and automatic failover across multiple AI model providers.
• Data lifecycle. Customers can export a full, machine-readable archive of a Workspace, purge captured channel content per channel, remove members (access ends on their next request), and permanently delete a Workspace through a verified hard-delete process that retains only a redacted deletion record as proof.
• AI provider handling. Model requests are routed through a gateway to providers under commercial API terms that do not permit training on Customer Content. Henry does not train foundation models on Customer Content.
• Compliance program. Controls are designed to align with SOC 2. Henry is preparing for a SOC 2 Type I examination, with Type II to follow. Henry does not currently hold a SOC 2 report or ISO 27001 certification and does not sign business associate agreements.

Henry may update these measures from time to time, provided the updates do not materially reduce the overall level of protection for Customer Personal Data during the term of the Agreement.

7. Subprocessors

The Customer gives Henry general written authorization to engage Subprocessors to process Customer Personal Data. Henry's current Subprocessors, their purposes, and their locations are listed at /subprocessors. That list serves as Annex III to the SCCs where they apply.

Henry will give the Customer at least 30 days advance notice before a new Subprocessor processes Customer Personal Data, by updating that page and by emailing Workspace owners. Customers who want notice sent to an additional address can subscribe as described on that page.

The Customer may object to a new Subprocessor on reasonable, documented data-protection grounds by emailing privacy@usehenry.ai within the notice period. Henry will work with the Customer in good faith to find a solution. If none is found within 30 days of the objection, the Customer may terminate the affected part of the Service, or the Agreement if it cannot be separated, and Henry will refund prepaid fees for the period after termination.

Henry will bind each Subprocessor by written contract to data protection obligations at least as protective as those in this DPA, to the extent applicable to its services, and remains fully liable to the Customer for each Subprocessor's performance.

8. Data subject requests

Taking into account the nature of the processing, Henry will assist the Customer with appropriate technical and organizational measures, insofar as this is possible, in fulfilling the Customer's obligation to respond to requests from data subjects to exercise their rights (access, rectification, erasure, restriction, portability, objection, and, under the CCPA, the right to know, delete, correct, and limit). The self-service export, purge, member removal, and deletion features of the Service are the primary means of assistance.

If Henry receives a request directly from a data subject that identifies the Customer's Workspace, Henry will direct the data subject to the Customer and forward the request to the Customer within 5 business days, without otherwise responding on the merits.

9. Personal data breach notification

Henry will notify the Customer without undue delay, and in any event no later than 72 hours after confirming a personal data breach affecting Customer Personal Data. Notice will go to the Workspace owners' email addresses and any security contact the Customer has given us. Where the details are not all available at once, Henry will provide them in phases.

The notice will describe, to the extent known, the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, the measures taken or proposed in response, and a contact point. Henry will cooperate reasonably with the Customer's investigation and notifications. Henry's notice is not an acknowledgement of fault or liability.

10. Assistance with impact assessments and consultations

Taking into account the nature of the processing and the information available to Henry, Henry will provide reasonable assistance to the Customer with data protection impact assessments and with prior consultations with supervisory authorities that the Customer is required to carry out in connection with the Service. This DPA, /security, and /subprocessors are the first source for such assessments; send follow-up questions to privacy@usehenry.ai.

11. Audits

Henry will make available to the Customer all information reasonably necessary to demonstrate compliance with this DPA. The primary mechanisms are:

• Henry's SOC 2 report, once available, provided under confidentiality on request; and
• Henry's written responses to the Customer's reasonable security questionnaires, no more than once per 12 months unless a personal data breach or a supervisory authority requires otherwise.

If those materials are insufficient to demonstrate compliance, the Customer, or an independent auditor it mandates and binds to confidentiality, may conduct an audit, including an on-site inspection, subject to the following: no more than once in any 12-month period unless required by a supervisory authority or following a personal data breach; at least 30 days written notice; during business hours with minimal disruption; scope agreed in advance and limited to the processing under this DPA; no access to other customers' data or to infrastructure providers' facilities (their own audit reports cover those layers); and at the Customer's cost, including Henry's reasonable costs of supporting the audit. Audit findings are confidential and may be used only to verify compliance with this DPA.

12. Return and deletion

At any time during the term, the Customer can export Customer Content from a Workspace as a machine-readable archive, purge captured channel content, and delete conversations and Workspaces using the Service. Export archives are available to Workspace admins for 7 days through the Service, by a download link that is generated on each request and expires within minutes.

On termination or expiry of the Agreement, or on the Customer's earlier request, Henry will delete all Customer Personal Data in the affected Workspace through its verified hard-delete process within 30 days of the request, unless applicable law requires Henry to retain some of it, in which case Henry will keep that data confidential and process it only as the law requires. Henry retains a redacted deletion record as proof. Copies in backups expire on the normal backup cycle, remain encrypted, and are restored only for disaster recovery. The Customer should export anything it wants to keep before requesting deletion.

13. CCPA service provider terms

To the extent Customer Personal Data includes personal information of California consumers, Henry acts as a service provider to the Customer, and the parties agree as follows:

1. Henry processes Customer Personal Data only for the specific business purposes described in Annex 1 and the Agreement, on behalf of the Customer, and for no commercial purpose other than providing the Service.
2. Henry will not sell or share Customer Personal Data.
3. Henry will not retain, use, or disclose Customer Personal Data for any purpose other than those business purposes, including for any purpose outside the direct business relationship between Henry and the Customer, except as permitted by the CCPA.
4. Henry will not combine Customer Personal Data with personal information it receives from or on behalf of another person, or collects from its own interactions with consumers, except as permitted by the CCPA (for example, to detect security incidents or to perform internal operations that do not include building profiles or altering a consumer's experience).
5. Henry will comply with the CCPA and provide the same level of privacy protection as the CCPA requires of the Customer.
6. Henry will notify the Customer within 5 business days if it determines it can no longer meet its obligations under the CCPA.
7. The Customer may take reasonable and appropriate steps to ensure Henry uses Customer Personal Data consistently with the Customer's CCPA obligations, using the audit mechanisms in Section 11, and, on notice, may take reasonable steps to stop and remediate any unauthorized use.
8. Henry will cooperate with the Customer in responding to verifiable consumer requests as described in Section 8, and will flow down these obligations to any Subprocessor that processes Customer Personal Data.

Henry certifies that it understands the restrictions in this Section and will comply with them.

14. International transfers

Henry is located in the United States and hosts Customer Content in the United States. Henry is not currently certified under the EU-US Data Privacy Framework, the UK Extension to it, or the Swiss-US Data Privacy Framework. Transfers of Customer Personal Data from the European Economic Area, the United Kingdom, or Switzerland to Henry rely instead on the mechanisms below, which the parties enter into by accepting this DPA.

EEA transfers

The SCCs are incorporated into this DPA by reference and apply to transfers from the EEA. The parties make the following selections:

• Module Two (controller to processor) applies where the Customer is a controller of Customer Personal Data. Module Three (processor to processor) applies where the Customer is a processor.
• Clause 7 (docking clause) applies.
• Clause 9(a): Option 2 (general written authorization) applies, with the notice period in Section 7 of this DPA.
• Clause 11(a): the optional language is not used.
• Clause 13 and Annex I.C: the competent supervisory authority is the authority of the EU member state in which the Customer (as data exporter) is established, or, if the Customer is not established in the EU, the authority of the member state in which its Article 27 representative is established or, failing that, in which the data subjects are located.
• Clause 17: Option 1 applies and the SCCs are governed by the law of Ireland. Clause 18(b): disputes are resolved before the courts of Ireland.
• Annex I.A (parties): the Customer is the data exporter and Henry AI Technologies LLC, 2810 N Church St STE 90844, Wilmington, DE 19802, USA, is the data importer; each party's signature and date is its acceptance of the Agreement. Annex I.B is Section 3 of this DPA. Annex II is Section 6 of this DPA. Annex III is the list at /subprocessors.

UK transfers

For transfers from the United Kingdom, the UK Addendum is incorporated by reference and amends the SCCs as set out in it. Table 1 is completed with the party details above; Table 2 refers to the SCCs with the selections above; Table 3 refers to Sections 3, 6, and 7 of this DPA; and for Table 4, either party may end the UK Addendum as set out in its Section 19. Where the UK Addendum conflicts with the SCCs, the UK Addendum prevails for UK transfers.

Swiss transfers

For transfers from Switzerland, the SCCs apply with these adjustments: references to the GDPR are read as references to the FADP; the competent supervisory authority under Clause 13 is the Swiss Federal Data Protection and Information Commissioner; references to "member state" are read so that data subjects in Switzerland are not excluded from suing for their rights in Switzerland; and the SCCs protect the data of legal entities to the extent the FADP does.

General

If Henry later obtains a certification or another recognized transfer mechanism, it may rely on it in addition to the SCCs after notifying the Customer. If the SCCs or the UK Addendum are amended, replaced, or invalidated, the parties will cooperate in good faith to adopt a valid successor. Onward transfers to Subprocessors are covered by Section 7.

15. Liability

Each party's liability arising out of or related to this DPA is subject to the exclusions and limitations of liability in the Agreement, which apply to the Agreement and this DPA together as a single aggregate. Nothing in this Section limits either party's liability to data subjects under the SCCs.

16. Order of precedence

If there is a conflict between the documents that make up the Agreement with respect to the processing of Customer Personal Data, the following order applies, from highest to lowest: the SCCs and the UK Addendum (for the transfers they govern); this DPA; a signed agreement or Order Form; the Terms of Service; the Privacy Policy and other policies referenced in the Agreement.

17. Governing law

This DPA is governed by the law that governs the Agreement and is subject to the Agreement's dispute resolution provisions, except that the SCCs and the UK Addendum are governed by the law and courts stated in them.

18. Changes

Henry may update this DPA to reflect changes in Data Protection Laws or the Service. Updates that materially reduce the Customer's protections will be announced by email to Workspace owners at least 30 days before they take effect. The date above reflects the latest revision; earlier versions are available from legal@usehenry.ai.

Contact

Privacy questions and data subject requests: privacy@usehenry.ai. Legal notices and countersigned copies: legal@usehenry.ai. Henry AI Technologies LLC, 2810 N Church St STE 90844, Wilmington, DE 19802, USA.