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 (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, the Connected Systems and settings Customer’s administrators choose, Customer’s saved firm policy, each request an Authorized User’s AI assistant makes through the connector, each action an Authorized User approves, 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 data it connects and 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, coded or not, is given to an AI provider or other third party.

3. What the Service processes

For the connector, the client record and approved actions:

1. Data read from Connected Systems. Mail, files, Teams messages, Karbon records and CCH Axcess returns in the mailboxes, sites, folders and records Customer’s administrators connect, read through each system’s own interface under the consent or keys Customer gave. Contents are read when needed and are not stored by the Service, except as described in items 2 to 4.
2. The client record. For each client, related party and organization the Service recognizes: names and identifiers (encrypted with AES-GCM, with keyed blind indexes for lookups), the code that stands for each, which documents mention them and where, document type and date, encrypted titles and paths, facts drawn from documents with a pointer to the evidence for each (encrypted), and flags such as a document replaced by a corrected one.
3. Model results. Answers the model gives about a document are cached, encrypted, so the same document is not read twice, and expire.
4. Actions. Each proposed action, its steps with the real values (encrypted), who approved it and when, and the receipt from the Connected System.
5. People and access. Each Authorized User’s Microsoft account identifier, name, email and role, the access grants the Service mirrors from Connected Systems, and each person’s own Microsoft sign-in token (encrypted) so that the Service reads and acts with that person’s own access.
6. What the AI assistant receives. Only the results of the requests an Authorized User’s assistant makes through the connector, with recognized names and identifiers replaced by codes. Amounts, dates, document types and other content stay, because they are needed for the work. Real values are shown only to the Authorized User in the Proxara window.
7. Audit records. Who asked, which tool, about which client record, when, and the outcome; who approved which action.

For Windows Redact:

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 Personal Data to any AI provider, except the coded results an Authorized User’s own AI assistant requests through the connector (Section 3, item 6). The model that reads documents and redacts files 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:

• sign-in with each person’s Microsoft account, approved once for the firm by Customer’s Microsoft administrator, and access that follows each person’s access in the Connected Systems;
• codes in place of recognized names and identifiers in everything given to an AI assistant;
• an Authorized User’s approval, with the real values shown, before any action runs in a Connected System;
• transport encryption (HTTPS) between the Windows application, AI assistants, Connected Systems and the service;
• in-memory handling of files, with no storage of files or returned copies;
• a separate application and database for Customer, and application-level AES-GCM encryption of identity values, facts, action steps, sign-in tokens, keys for Connected Systems, 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 Anthropic for Claude. Customer’s own assistant receives the coded results its Authorized Users request, and anything they type or attach there, under Customer’s own agreement with that provider.
• Providers of Connected Systems such as Microsoft 365, Karbon and CCH Axcess. The Service reads from and acts in them under Customer’s agreements with them.
• 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.
• Contents read from Connected Systems: read when needed and not stored; cached model results expire on their own schedule.
• The client record, actions and audit records: kept for the term, because answers, codes and the record of who did what depend on them.
• A person’s Microsoft sign-in token: kept until that person unlinks their account, is disabled in Microsoft or leaves, then revoked.
• 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 reads only the Connected Systems and the parts of them Customer’s administrators connect, and the files an Authorized User selects. It does not monitor devices, intercept traffic, or see what people type in their AI assistant.
• Everything the connector gives an AI assistant has recognized names and identifiers replaced by codes. Each action in a Connected System runs only after an Authorized User approves it.
• Windows Redact 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.
• Each person signs in to the connector and the admin console with their Microsoft account. The current Windows Redact installer has no individual sign-in: it carries Customer’s access credential, so anyone who runs it can redact and restore files for Customer. Customer controls distribution.

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.