Last Updated: May 6, 2026
DATA PROCESSING ADDENDUM
THIS DATA PROCESSING ADDENDUM (“DPA”) to the Agreement (as defined below) is entered into as of the Addendum Effective Date by and between Foo Monk LLC, a Wyoming corporation with its principal business address at 30 N. Gould St., Ste. R, Sheridan, Wyoming, 82801, United States (“Instantly” or “Service Provider”); and the Subscriber identified on the Agreement (“Subscriber”), together the “Parties” and each a “Party”.
1. INTERPRETATION
1.1 In this DPA, the following terms shall have the meanings set out in this Section 1, unless expressly stated otherwise:
- “Addendum Effective Date” means the effective date of the Agreement.
- “Agreement” means the Terms of Service, accessible at: https://instantly.ai/terms.
- “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Subscriber Personal Data.
- “Subscriber Personal Data” means any Personal Data Processed by Service Provider or its Sub-Processor on behalf of Subscriber to perform the Service under the Agreement, except that Subscriber Personal Data does not include the contact information pertaining to Subscriber’s personnel or representatives who are business contacts of Subscriber (where Service Provider acts as a controller of such information).
- “Data Subject” means the identified or identifiable natural person to whom Subscriber Personal Data relates.
- “Data Subject Request” means the exercise by a Data Subject of its rights in accordance with Applicable Data Protection Laws in respect of Subscriber Personal Data and the Processing thereof.
- “Deidentified Data” means data Processed by Service Provider or its Sub-Processor on behalf of Subscriber to perform the Services under the Agreement that cannot reasonably be used to infer information about, or otherwise be linked to, an identified or identifiable natural person, or device linked to such person.
- “EEA” means the European Economic Area.
- “GDPR” means, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK
GDPR”), including, in each case (i) and (ii) any applicable national implementing or supplementary legislation (e.g., the UK Data Protection Act 2018), and any successor, amendment or re-enactment, to or of the foregoing. References to “Articles” and “Chapters” of, and other relevant defined terms in, the GDPR shall be construed accordingly. - “Personal Data Breach” means a breach of Service Provider’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Subscriber Personal Data in Service Provider’s possession, custody or control. For clarity, Personal Data Breach does not include unsuccessful attempts or activities that do not compromise the security of Subscriber Personal Data (such as unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems).
- “Personnel” means a person’s employees, agents, consultants or contractors.
- “Processor” means a natural or legal person, public authority, agency or other body which Processes Subscriber Personal Data on behalf of the Controller.
- “Restricted Transfer” means the disclosure, grant of access or other transfer of Subscriber Personal Data to any person located in: (i) in the context of the EEA, any country or territory outside the EEA which does not benefit from an adequacy decision from the European Commission (an “EEA Restricted Transfer”); and (ii) in the context of the UK, any country or territory outside the UK, which does not benefit from an adequacy decision from the UK Government (a “UK Restricted Transfer”), which would be prohibited without a legal basis under Chapter V of the GDPR.
- “SCCs” means collectively (i) the standard contractual clauses approved by the European Commission pursuant to implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) and (ii) the UK Transfer Addendum to the EU SCCs, issued by the Information Commissioner (Version B1.0, in force on 21 March 2022) (“UK SCCs”).
- “Sub-Processor” means any third party appointed by or on behalf of Service Provider to Process Subscriber Personal Data.
- “Supervisory Authority” (i) in the context of the EEA and the EU GDPR, shall have the meaning given to that term in the EU GDPR; and (ii) in the context of the UK and the UK GDPR, means the UK Information Commissioner’s Office.
1.2. All capitalized terms used in this DPA that are not otherwise defined in this DPA shall have the meaning given to them in the Agreement.
2. SCOPE OF THIS DATA PROCESSING ADDENDUM
2.1. This DPA applies to Service Provider’s Processing of Subscriber Personal Data under the Agreement only to the extent that Applicable Data Protection Laws apply to the relevant Subscriber Personal Data.
2.2. The Parties acknowledge and agree that the details of Service Provider’s Processing of Subscriber Personal Data (including the respective roles of the Parties relating to such Processing) are as described in Annex 1 (Data Processing Details) to this DPA. For purposes of this Annex 1, Subscriber-specific details, including Subscriber’s name, address, and contact information, shall be deemed populated by reference to the information provided by Subscriber in connection with its account registration, order form, billing profile, administrative console, or other records maintained by Service Provider in connection with Subscriber’s use of the Services.
2.3. Annex 2 (European Annex) to this DPA applies only if and to the extent Service Provider’s Processing of Subscriber Personal Data under the Agreement is subject to the GDPR.
2.4. Annex 3 (California Annex) to this DPA applies only if and to the extent Service Provider’s Processing of Subscriber Personal Data under the Agreement is subject to the CCPA with respect to which Subscriber is a “business” (as defined in the CCPA).
2.5. Section 9 (Compliance Assistance; Audits) of this DPA applies to Service Provider’s Processing of Subscriber Personal Data to the extent required under any requirements concerning contracts with Processors under Applicable Data Protection Laws, and in such cases, only in respect of Processing of Subscriber Personal Data subject to such laws.
3. PROCESSING OF SUBSCRIBER PERSONAL DATA
3.1. Service Provider shall not Process Subscriber Personal Data other than on Subscriber’s written instructions or as required or permitted by applicable laws. For purposes of the Services and this DPA, Service Provider shall be considered as the Processor (or “service provider” as defined under Applicable Data Protection Laws).
3.2. Subscriber instructs Service Provider to Process Subscriber Personal Data to provide the Services to Subscriber and in accordance with the Agreement (including this DPA). Where required by Applicable Data Protection Laws, if Service Provider receives an instruction from Subscriber that, in its reasonable opinion, infringes Applicable Data Protection Laws, Service Provider shall notify Subscriber.
3.3. The Parties acknowledge that Service Provider’s Processing of Subscriber Personal Data authorized by Subscriber’s instructions stated in the Agreement (including this DPA) are integral to the Services and the business relationship between the Parties. Access to Subscriber Personal Data does not form part of the consideration exchanged between the Parties in respect of the Agreement or any other business dealings.
4. SERVICE PROVIDER PERSONNEL
4.1. Service Provider shall require that its Personnel who are authorized to access Subscriber Personal Data are subject to appropriate confidentiality obligations.
5. SECURITY
5.1. Service Provider shall implement and maintain technical and organizational measures in relation to Subscriber Personal Data that are designed to protect Subscriber Personal Data against Personal Data Breaches as described in Annex 4 (Security Measures) (the “Security Measures”).
5.2. Service Provider may update the Security Measures from time to time, provided the updated measures do not materially decrease the overall protection of Subscriber Personal Data.
6. DATA SUBJECT REQUESTS
6.1. Taking into account the nature of the Processing of Subscriber Personal Data by Service Provider, Service Provider shall provide Subscriber with such assistance by implementing appropriate technical and organizational measures as Subscriber may reasonably request to assist Subscriber in fulfilling its obligations under Applicable Data Protection Laws to respond to Data Subject Requests.
6.2. Service Provider shall:
(a) promptly notify Subscriber if it receives a Data Subject Request; and
(b) not respond to any Data Subject Request, other than to advise the Data Subject to submit the request to Subscriber, except as required by Applicable Data Protection Laws. Subscriber will be responsible for responding to any such request.
7. PERSONAL DATA BREACH
Breach notification and assistance
7.1. Service Provider shall notify Subscriber without undue delay upon Service Provider’s confirmation of a Personal Data Breach affecting Subscriber Personal Data. Service Provider’s notification of or response to a Personal Data Breach shall not be construed as Service Provider’s acknowledgement of any fault or liability with respect to the Personal Data Breach.
7.2. To the extent the Personal Data Breach resulted from Service Provider’s breach of its security obligations under the Agreement, Service Provider shall provide Subscriber with reasonably requested information (insofar as such information is within Service Provider’s possession and knowledge and does not otherwise compromise the security of any Subscriber Personal Data Processed by Service Provider or the Service Provider’s other confidentiality or nondisclosure obligations, including any imposed by a law enforcement, a Supervisory Authority, or other governmental authority) designed to allow Subscriber to meet its obligations under the Applicable Data Protection Laws to report the Personal Data Breach. If the Personal Data Breach did not result from Service Provider’s breach of its security obligations under the Agreement, Service Provider shall reasonably cooperate with Subscriber; provided, however, Subscriber shall reimburse Service Provider for any costs incurred by Service Provider. Subscriber is solely responsible for complying with notification laws applicable to Subscriber and fulfilling any third-party notification obligations related to any Personal Data Breaches.
Notification to Service Provider
7.3. If Subscriber determines that a Personal Data Breach must be notified to any Supervisory Authority or other governmental authority, any Data Subject(s), the public or others under Applicable Data Protection Laws, to the extent such notice directly or indirectly refers to or otherwise identifies Service Provider, where permitted by applicable laws, Subscriber agrees to:
(a) notify Service Provider in advance in writing; and
(b) in good faith, consult with Service Provider and consider any clarifications or corrections Service Provider may reasonably recommend or request to any such notification, which: (i) relate to Service Provider’s involvement in or relevance to such Personal Data Breach; and (ii) are consistent with applicable laws.
8. SUB-PROCESSING
8.1. Subscriber generally authorizes Service Provider to appoint Sub-processors in accordance with this Section 8. Without limitation to the foregoing, Subscriber authorizes the engagement of the Sub-processors listed as of the effective date of the Agreement at the Sub-processor Site, as defined below.
8.2. Information about Sub-processors, including their functions and locations, is available at: https://trust.delve.co/instantly-ai/subprocessors (as may be updated by Service Provider from time to time, subject to Service Provider’s obligations pursuant to Section 8.4 below) or such other website address as Service Provider may provide to Subscriber from time to time (the “Sub-processor Site”).
8.3. When engaging any Sub-processor, Service Provider will enter into a written contract with such Sub-processor containing data protection obligations not less protective than those in this DPA with respect to Subscriber Personal Data and to the extent applicable to the nature of the services provided by such Sub-processor. As between the Parties, Service Provider shall be liable for the acts and omissions of all Sub-processors under or in connection with this DPA to the same extent Service Provider would be liable under the terms of this DPA if performing such Services itself directly.
8.4. When Service Provider engages any Sub-processor after the effective date of the Agreement, Service Provider will notify Subscriber of the engagement (including the name and location of the relevant Sub-processor and the activities it will perform) by updating the Sub-processor Site or by other written means at least 15 days before such Sub-processor Processes Subscriber Personal Data. If Subscriber objects to such engagement in a written notice to Service Provider within 15 days after being notified of the engagement on reasonable grounds relating to the protection of Subscriber Personal Data, Subscriber and Service Provider will work together in good faith to consider a mutually acceptable resolution to such objection. If the Parties are unable to reach a mutually agreeable resolution within a reasonable timeframe, Subscriber may, within 30 days of its initial notification of its objection to Service Provider, as its sole and exclusive remedy, terminate the Agreement and cancel the Services by providing written notice to Service Provider and pay Service Provider for all amounts due and owing under the Agreement as of the date of such termination. If Subscriber does not object to Service Provider’s appointment of a Sub-processor during the objection period referred to in this Section 8.4, Subscriber shall be deemed to have approved the engagement and ongoing use of that Sub-processor.
9. COMPLIANCE ASSISTANCE; AUDITS
9.1. Taking into account the nature of the Processing of Subscriber Personal Data by Service Provider and the information available to Service Provider, Service Provider shall provide such information and assistance to Subscriber as Subscriber may reasonably request (insofar as such information is available to Service Provider and the sharing thereof does not compromise the security, confidentiality, integrity or availability of any data Processed by Service Provider) to help Subscriber meet its obligations under Applicable Data Protection Laws, including in relation to the security of Subscriber Personal Data, the reporting and investigation of Personal Data Breaches, the demonstration of Subscriber’s compliance with such obligations and the performance of any data protection assessments and consultations with Supervisory Authorities or other government authorities regarding such assessments in relation to Service Provider’s Processing of Subscriber Personal Data, including those required under Articles 35 and 36 of the GDPR.
9.2. Subject to Section 9.4 below, Service Provider shall make available to Subscriber such information as Subscriber may reasonably request for Service Provider to demonstrate compliance with Applicable Data Protection Laws and this DPA.
9.3. Subscriber shall give Service Provider reasonable advance notice of any such audits. Service Provider need not cooperate with any audit (a) performed by any individual or entity who has not entered into a non-disclosure agreement with Service Provider on terms acceptable to Service Provider in respect of information obtained in relation to the audit; (b) conducted outside of Service Provider’s normal business hours at the relevant site; or (c) on more than one occasion in any calendar year during the term of the Agreement, except for any additional audits that Subscriber is required to perform under Applicable Data Protection Laws. The audit must be conducted in accordance with Service Provider’s safety, security or other relevant policies, must not impact the security, confidentiality, integrity or availability of any data Processed by Service Provider and must not unreasonably interfere with Service Provider’s business activities. Subscriber shall not conduct any scans or technical or operational testing of Service Provider’s applications, websites, services, networks or systems without Service Provider’s prior approval (which shall not be unreasonably withheld).
9.4. If the controls or measures to be assessed in the requested audit are assessed in a SOC 2 Type 2, ISO, NIST or similar audit report performed by a qualified and independent third-party auditor pursuant to a recognized industry standard audit framework within twelve (12) months of Subscriber’s audit request (“Audit Report”) and Service Provider has confirmed in writing that there have been no known material changes to the controls audited and covered by such Audit Report(s), Subscriber agrees to accept provision of such Audit Report(s) in lieu of requesting an audit of such controls or measures. Service Provider shall provide copies of any such Audit Reports to Subscriber upon request.
9.5. Such Audit Reports and any other information obtained by Subscriber in connection with an audit under this Section 9 shall constitute the Confidential Information of Service Provider, which Subscriber shall use only for the purposes of confirming compliance with the requirements of this DPA or meeting Subscriber’s obligations under Applicable Data Protection Laws. Nothing in this Section 9 shall be construed to obligate Service Provider to breach any duty of confidentiality.
10. RETURN AND DELETION
10.1. Within 30 days after the expiration or earlier termination of the Agreement, Service Provider shall, to the fullest extent technically possible in the circumstances, either (i) return and/or delete all Subscriber Personal Data in Service Provider’s care, custody or control in accordance with Subscriber’s instructions as to the post-termination return and deletion of Subscriber Data expressed in the Agreement, or subject to Section 11.5, Subscriber’s further instructions or (ii) irreversibly anonymize or deidentify all Subscriber Personal Data in Service Provider’s care, custody or control.
10.2. Notwithstanding the foregoing, Service Provider may retain Subscriber Personal Data where required by law (or in the case of Subscriber Personal Data subject to the GDPR, the laws of the UK or European Economic Area, as applicable), provided that Service Provider shall (a) maintain the all such Subscriber Personal Data in accordance with this DPA and (b) Process the Subscriber Personal Data only as necessary for the purpose(s) and duration specified in the applicable law requiring such retention.
11. SUBSCRIBER’S RESPONSIBILITIES
11.1. Without limiting Section 1.4 of the Agreement, Subscriber agrees that, without limiting Service Provider’s obligations under Section 5 (Security), Subscriber is solely responsible for its use of the Services, including (a) making appropriate use of the Services to maintain a level of security appropriate to the risk in respect of the Subscriber Personal Data; (b) securing the account authentication credentials, systems and devices Subscriber uses to access the Services; (c) securing Subscriber’s systems and devices that Service Provider uses to provide the Services; and (d) backing up Subscriber Personal Data.
11.2. Subscriber shall ensure:
(a) that there is, and will be throughout the term of the Agreement, a valid legal basis for the Processing by Service Provider of Subscriber Personal Data in accordance with this DPA and the Agreement (including, any and all instructions issued by Subscriber from time to time in respect of such Processing) for the purposes of all Applicable Data Protection Laws (including Article 6, Article 9(2) and/or Article 10 of the GDPR (where applicable)); and
(b) that (and is solely responsible for ensuring that) all required notices have been given to, and all consents, permissions, and rights have been obtained from, Data Subjects and others as may be required by Applicable Data Protection Laws or otherwise for Service Provider to Process Subscriber Personal Data as contemplated in the Agreement.
11.3. Subscriber agrees that the Services, the Security Measures, and Service Provider’s commitments under this DPA are adequate to meet Subscriber’s needs, including with respect to any security obligations of Subscriber under Applicable Data Protection Laws, and provide a level of security appropriate to the risk in respect of the Subscriber Personal Data.
11.4. Subscriber shall not, and agrees to ensure its Authorized Users do not, provide or otherwise make available to Service Provider any Subscriber Personal Data that contains any (a) Social Security numbers or other government-issued identification numbers; (b) protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (c) health insurance information; (d) biometric information; (e) credentials to any financial accounts or credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (PCI DSS); (f) tax return data; (g) precise geolocation; (h) data revealing racial or ethnic origin, religious beliefs, sex life or sexual orientation, union membership, citizenship, or immigration status; (i) genetic data; (j) data collected from a known child; (k) any information that constitutes a special category of personal data (as described in Article 9(1) of the GDPR) and/or data relating to criminal convictions and offences; and (j) any online account credentials. Subscriber acknowledges that Service Provider is not a business associate (as that term is defined under HIPAA) or a payment card processor. Subscriber acknowledges that the Services are not designed to be HIPAA or PCI DSS compliant.
11.5. Except to the extent prohibited by applicable law, Subscriber shall compensate Service Provider at Service Provider’s then-current professional services rates for, and reimburse any costs reasonably incurred by Service Provider in the course of providing, cooperation, information or assistance requested by Subscriber pursuant to Sections 6 (Data Subject Requests), 9 (Compliance Assistance; Audits), and 10.1 (in Return and Deletion) of this DPA, beyond providing self service features included as part of the Services.
12. DEIDENTIFIED, ANONYMIZED OR AGGREGATED DATA
12.1. To the extent Service Provider processes or generates any Deidentified Data, Service Provider shall take reasonable measures designed to prevent such data from being associated with a natural person.
12.2. If Service Provider’s creation and/or use of aggregated, anonymized or deidentified data is subject to Applicable Data Protection Laws, then Service Provider’s creation and/or use of such data, including but not limited to Deidentified Data, shall be permitted only to the extent such data constitutes “aggregate consumer information” or has been “deidentified” or “anonymized” (as such terms are defined under the Applicable Data Protection Laws).
13. LIABILITY
13.1. The total aggregate liability of either Party towards the other Party, howsoever arising, under or in connection with this DPA and the SCCs (if and as they apply) will under no circumstances exceed any limitations or caps on, and shall be subject to any exclusions of, liability and loss agreed by the Parties in the Agreement; provided that, nothing in this Section 13 will affect any person’s liability to Data Subjects under the third-party beneficiary provisions of the SCCs (if and as they apply).
14. CHANGE IN LAWS
14.1. Service Provider may on notice vary this DPA to the extent that (acting reasonably) it considers necessary to address the requirements of Applicable Data Protection Laws from time to time, including by varying or replacing the SCCs in the manner described in Paragraphs 2.1 and 2.2 of Annex 2 (European Annex).
15. INCORPORATION AND PRECEDENCE
15.1. This DPA shall be incorporated into and form part of the Agreement with effect from the Addendum Effective Date.
15.2. In the event of any conflict or inconsistency between:
(a) this DPA and the Agreement, this DPA shall prevail; or
(b) any SCCs entered into pursuant to Paragraph 2 of Annex 2 (European Annex) and this DPA and/or the Agreement, the SCCs shall prevail in respect of the Restricted Transfer to which they apply.
Annex 1
Data Processing Details
SERVICE PROVIDER / ‘DATA IMPORTER’ DETAILS
SUBSCRIBER / ‘DATA EXPORTER’ DETAILS
DETAILS OF PROCESSING
.svg)
%20(1).svg)