Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Master Subscription Agreement (the “Agreement”) between Proxara, Inc. (“Proxara”) and Customer. It applies when Proxara processes Personal Data for Customer through Proxara Redact (the “Service”). Capitalized terms not defined here have the meanings in the Agreement.

1. Definitions

Applicable Data Protection Law means the privacy and data protection laws that apply to the processing, which may include the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”), other U.S. state privacy laws, and, where Customer is a financial institution under it, the Gramm-Leach-Bliley Act and its implementing rules.

Personal Data means information in Customer Data that identifies, relates to, or could reasonably be linked to an individual.

Personal Data Breach means a confirmed breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Personal Data processed by Proxara.

Subprocessor means a third party Proxara engages to process Personal Data on Proxara’s behalf.

2. Roles and instructions

Customer is the business, controller or financial institution for the Personal Data. Proxara is Customer’s service provider, contractor or processor.

Proxara will process Personal Data only to provide, operate, support and secure the Service for Customer, and on Customer’s documented instructions. The Agreement, this DPA, the Order Form, Customer’s saved firm policy, and each file an Authorized User selects are Customer’s instructions. Proxara will tell Customer if it believes an instruction violates Applicable Data Protection Law.

Customer is responsible for the lawfulness of the files it submits and for any notice, consent or authorization its use requires, including any taxpayer consent required under Internal Revenue Code Section 7216 before tax return information is given to an AI provider or other third party.

3. What the Service processes

1. Selected files. The Windows application sends only the files an Authorized User selects, with the file name, the Windows account name of the person who selected them, and the application version.
2. In-memory processing. The service holds each file and its returned copy in memory only while that file’s job runs. It discards them no later than 15 minutes after the last activity on the job. Files and returned copies are not written to disk or to the database.
3. Identity records. For each name or identifier the Service protects, it keeps the value and the tag that replaced it, so that the same person or organization receives the same tag in later files and so that tags can be restored. Values are encrypted with AES-GCM. Lookups use keyed (HMAC) blind indexes, so the plaintext value is not stored where an index suffices.
4. Restoration records. For each returned copy, the Service keeps the original text fragments or image regions the tags replaced, encrypted and bound to a digest of that copy, so that an unchanged copy can be restored exactly.
5. Job records. Job identifier, redact or restore, the tags issued, and a SHA-256 digest of the original file.
6. Usage records. The reported Windows account name, application version, file type, size, number of parts, processing time, outcome, and the count of protected values by kind (for example, “3 names”). Usage records contain no file contents, file names or protected values.
7. Firm policy. The redaction guidance Customer’s administrator saves on the policy page, stored encrypted.
8. Slack settings. If Customer installs the Slack app: the installation’s credentials (encrypted), the Slack user IDs of designated leaders, and the digest channel and schedule.
9. Service logs. Operational logs record job identifiers, modes, counts and outcomes. They are designed not to record file contents or protected values.

4. Processing restrictions

Proxara will not:

• sell or share Personal Data, or use it for targeted advertising;
• use Personal Data to train or improve models or services for anyone other than Customer;
• combine Personal Data with data from other customers or sources, except as Applicable Data Protection Law permits for a service provider;
• send files, returned copies or Personal Data to any AI provider. The redaction model is an open-weight model that Proxara runs on its own Azure GPU capacity (currently from Google’s Gemma family). The model’s publisher does not receive Customer Data; or
• retain, use or disclose Personal Data outside the direct business relationship with Customer.

5. Confidentiality and personnel

Proxara will ensure that personnel who can access Personal Data are bound by confidentiality obligations and access it only as needed to operate, support and secure the Service.

Proxara personnel who administer the Azure environment have technical access to it, including the database and the keys the Service uses to encrypt identity records. Customer-managed keys are not currently offered. Proxara does not access Customer’s identity or restoration records except where needed to operate, support or secure the Service, to investigate an issue Customer reports, or as required by law.

6. Security

Proxara will maintain administrative, technical and physical safeguards appropriate to the nature of the Personal Data, as described in the Security Overview. They currently include:

• transport encryption (HTTPS) between the Windows application and the service;
• in-memory handling of files, with no storage of files or returned copies;
• application-level AES-GCM encryption of identity values, restoration records, firm policy and Slack credentials, in addition to the storage encryption Microsoft Azure provides;
• keyed blind indexes for identity lookups;
• a verification step before any copy is returned, and refusal of files the Service cannot completely read and rewrite;
• a separate access credential for each customer’s installer, with each customer’s records kept under that customer; and
• restricted administrative access to the Azure environment.

Proxara may update these measures without materially reducing the overall protection of Personal Data.

7. Subprocessors

Customer authorizes Microsoft Corporation (Microsoft Azure) as Proxara’s Subprocessor for hosting, compute, database, storage and the GPU capacity that runs the redaction model. The current list is in the Sub-processor List. Proxara will update that list before a new Subprocessor processes Personal Data, and Customer may raise a reasonable objection. The Parties will work in good faith to resolve it.

The following are not Proxara Subprocessors:

• AI providers such as Claude. Authorized Users decide whether to give a returned copy to an AI provider, under Customer’s own agreement with that provider.
• Slack. If Customer installs the Slack app into its own workspace, Slack acts under Customer’s agreement with Slack. The Service sends Slack only operational counts, source status and reported Windows user labels. It does not send file contents, file names, protected values or tags.

8. Individual requests

Customer is responsible for responding to requests from individuals. Proxara will provide reasonable assistance and available records so Customer can respond. If Proxara receives a request directly, it will refer the requester to Customer and notify Customer, unless the law prohibits it. There is no self-service portal for individual requests.

9. Personal Data Breach

Proxara will notify Customer without undue delay after confirming a Personal Data Breach, and will provide the information reasonably available to help Customer assess and contain it and meet its own notification duties. A specific notification deadline applies only if the Order Form states one.

10. Information and review

On reasonable written request, Proxara will provide information reasonably available to demonstrate compliance with this DPA, subject to confidentiality, security, other customers’ rights, and reasonable limits on frequency. Proxara does not currently hold a SOC 2 report, ISO certification or other third-party attestation, and does not promise one unless a signed Order Form says so.

11. Location and transfers

Proxara processes Customer Data in Microsoft Azure regions in the United States: East US for the application and the redaction model, and Central US for the database. Proxara will not move processing outside the United States without Customer’s prior written agreement.

12. Retention, return and deletion

• Selected files and returned copies: held in memory for the job, discarded no later than 15 minutes after the last activity on it.
• Identity records, restoration records, job records, usage records, firm policy and Slack settings: kept for the term, because restoration of later files depends on them.
• Database backups: Azure automated backups, currently kept for seven days and not replicated to another region.

When the Agreement ends, Customer’s access to the Service ends. After the retrieval period stated in the Order Form, Proxara will delete Customer Data held in the Service, except where law requires Proxara to keep it. Backups expire on their own schedule rather than being deleted individually. Proxara will confirm the deletion method and timing in writing on request. Data that remains until deletion or expiry stays protected under this DPA.

13. CCPA and other U.S. state laws

To the extent the CCPA or a similar state law applies, Proxara acts as a service provider or contractor. Proxara will not sell or share Personal Data; retain, use or disclose it outside the business purposes in the Agreement; or combine it with personal information from another source except as the law permits. Proxara will comply with the obligations those laws impose on service providers and will notify Customer if it can no longer meet them. Customer may take reasonable steps to stop and remediate unauthorized use.

14. Term and precedence

This DPA remains in effect while Proxara processes Personal Data for Customer. It controls over the Agreement on any conflict about Personal Data processing.

Annex I: Processing details

Annex II: Technical boundaries

• The Service processes only files an Authorized User selects. It does not monitor devices, intercept traffic, or act in other applications.
• The Service does not send files or copies to any AI provider. It returns a copy only when the redaction is complete and verified, or when a complete read found nothing to protect. Otherwise it refuses the file.
• There is no individual sign-in in the current version. Each customer’s installer carries that customer’s access credential, so anyone who runs it can redact and restore files for that customer. Customer controls distribution.
• The optional connector for firm systems is outside this DPA unless an Order Form includes it and describes its data handling.

Contact

Proxara, Inc., 28 Geary St. Suite 650 PMB 5328, San Francisco, CA 94108. Privacy and processing questions: support@proxara.ai. Security concerns: security@proxara.ai.