Amendment to Data Processing Agreement, Privacy Policy, and Terms of Service (EULA) for LLM-Based Data Summarization Feature

Amendment to Data Processing Agreement, Privacy Policy, and Terms of Service (EULA) for LLM-Based Data Summarization Feature

This Amendment (the “Amendment”) is made and entered into by and between:

Customer (as defined in the main Agreement) and Teramind.co (“Teramind”), collectively referred to as the “Parties.”

This Amendment modifies and supplements the terms of the existing Data Processing Agreement (DPA), Privacy Policy, and Terms of Service/EULA Agreement between the Parties (collectively referred to as the “Agreements”) with respect to the use of Teramind’s new LLM-Based Data Summarization Feature (“LLM”). This Amendment shall control and over-ride anything in any Agreement between the Customer and Teramind that states pop-up or clickwrap terms are not applicable if a Customer still chooses to use the LLM features and either consents through an action (clicking I accept) or continues to use the LLM features after seeing the pop-up without an explicit rejection. The Parties hereby agree to the following terms and conditions:

1. Purpose of the Amendment
This Amendment governs the processing of personal data by Teramind through its integration of Large Language Models (LLMs) for generating daily summaries of user-monitored data. As the Customer has opted into this feature, additional data processing activities and legal obligations are introduced, which this Amendment addresses.

2. Scope of Data Processing
In addition to the existing data processing activities under the Agreements, Teramind will process the following categories of personal data for the purpose of generating LLM-based summaries:
User activity data captured by Teramind’s monitoring tools (e.g., keystrokes, screen captures, web/app usage)
Metadata related to user interactions and activity patterns
Any other personal data provided by the Customer that is relevant for summarization purposes
This data will be processed solely for the purposes outlined in this Amendment and will be handled in accordance with the Customer’s instructions and applicable data protection laws.

3. Use of Subprocessors
Teramind shall engage third-party LLM providers, including but not limited to Oracle’s Cohere AI and potentially other providers, to process personal data for generating daily summaries. The following conditions apply:
The Customer consents to the use of these LLM providers as subprocessors for processing personal data.
Teramind will ensure that all subprocessors comply with GDPR, CPRA, and other applicable laws, and that they process the data strictly according to Teramind’s instructions.
Teramind will update the list of subprocessors as required under the DPA and provide notice to the Customer of any changes.

4. Data Transfer and Regional Restrictions
If the Customer imposes data transfer restrictions (e.g., requiring data to be stored in the U.S. or another approved region), Teramind acknowledges these restrictions and agrees to comply with them where applicable. However, if the Customer opts to use an external LLM provider that involves cross-border data transfers outside of approved regions, the following terms apply:

Oracle’s Cohere AI: Data processed through Cohere AI will remain within Oracle’s infrastructure, compliant with any approved regional data transfer restrictions.
External Providers: If the Customer chooses to use an external LLM provider, data may be transferred outside the U.S. or EEA. In this case, the Customer explicitly consents to such data transfers and releases Teramind from liability for the compliance practices of the third-party provider.
Teramind will implement Standard Contractual Clauses (SCCs) or other appropriate safeguards for any cross-border transfers as required under applicable data protection laws.

5. Customer Consent and Responsibility
By opting into the LLM-based feature, the Customer:
Consents to the processing and transfer of personal data as described in this Amendment.
Assumes responsibility for ensuring that all end-user consents are obtained, as required under applicable data protection laws, for any personal data processed through this feature.
Acknowledges that the Customer’s decision to use external LLM providers may introduce additional privacy and security risks. The Customer releases Teramind from any liability related to the security, privacy, or compliance of external providers.

6. Limitation of Liability
In addition to the existing limitations of liability outlined in the Agreements, the following limitations apply with respect to the LLM-based data summarization feature:
Indirect and Consequential Damages: Teramind shall not be liable for any indirect, consequential, punitive, or special damages arising from the use of the LLM-based feature, including but not limited to loss of data, loss of profits, business interruption, or third-party claims, even if Teramind has been advised of the possibility of such damages.
Liability Cap: Teramind’s total liability arising out of or in connection with the LLM-based feature shall be limited to the total fees paid by the Customer for the specific feature during the twelve (12) months preceding the claim, regardless of the number of claims or the theory of liability.
External Providers: Teramind’s liability for third-party LLM providers, including but not limited to Oracle’s Cohere AI, is limited to ensuring that these providers comply with Teramind’s processing instructions. Teramind shall not be liable for any actions or omissions by these providers once data has been transferred to and processed by them in accordance with the Customer’s choice.

7. Amendments to the Privacy Policy and Terms of Service
This Amendment supplements the Privacy Policy and Terms of Service/EULA to reflect the following changes:
Privacy Policy: The Privacy Policy will be updated to include explicit disclosures regarding the processing of personal data by LLM providers and the potential cross-border transfers of data where applicable. This update will specify the categories of data processed, the purposes for processing, and the third-party providers involved.
Terms of Service (EULA): The Terms of Service will be updated to reflect the limitations of liability specific to the LLM-based feature, including any disclaimers related to the use of third-party LLM providers.

8. Termination of LLM-Based Feature
The Customer may terminate the use of the LLM-based feature at any time by providing written notice to Teramind. Upon termination, Teramind will cease all processing of personal data related to this feature and will delete or return any data in accordance with the terms of the DPA. The termination of this feature shall not affect the remaining terms of the Agreements.

9. Governing Law and Dispute Resolution
This Amendment shall be governed by and construed in accordance with the governing law provisions set forth in the existing Agreements. Any disputes arising out of or in connection with this Amendment shall be resolved in accordance with the dispute resolution provisions of the Agreements.

10. Entire Agreement
This Amendment, together with the existing Agreements, constitutes the entire agreement between the Parties regarding the LLM-based feature and supersedes any prior understandings or agreements regarding the subject matter.