Data Processing Addendum

Last updated: July 14, 2026 (July 14, 2026)

This Data Processing Addendum ("DPA") forms part of, and is subject to, the Terms of Service between Willder, operated by Tri Nguyen (pending incorporation as Willder, Inc.) ("Willder", "Processor") and the customer organization agreeing to the Terms ("Customer", "Controller") (together, the "Agreement"). It governs Willder's processing of Personal Data on Customer's behalf in providing the Service.

This DPA is designed to satisfy the EU General Data Protection Regulation (GDPR), the UK GDPR, the Swiss FADP, and the California Consumer Privacy Act as amended by the CPRA (CCPA/CPRA). If any provision conflicts with the Agreement, this DPA controls for the subject matter of data protection.

Signature. Because the Service is in beta and typically self-served, this DPA takes effect automatically as part of the Agreement when Customer uses the Service. Customer may also request a countersigned copy at legal@willder.ai.

1. Definitions

• "Personal Data", "processing", "controller", "processor", "data subject", and "personal data breach" have the meanings in the GDPR. "Business", "service provider", "sell", "share", and "consumer" have the meanings in the CCPA/CPRA.
• "Customer Personal Data" means Personal Data within Customer Content that Willder processes on Customer's behalf under the Agreement.
• "Data Protection Laws" means all privacy and data protection laws applicable to a party's processing under the Agreement, including the GDPR, UK GDPR, Swiss FADP, and CCPA/CPRA.
• "Subprocessor" means a third party engaged by Willder to process Customer Personal Data.
• "SCCs" means the Standard Contractual Clauses approved by the European Commission in Decision 2021/914.

2. Roles and scope

• Customer is the controller (or a processor acting for another controller) of Customer Personal Data; Willder is the processor. Under the CCPA/CPRA, Customer is the business and Willder is a service provider.
• Willder will process Customer Personal Data only to provide, secure, and support the Service under the Agreement, on Customer's documented instructions (including through the Service's configuration), and as this DPA permits. The Agreement, this DPA, and Customer's use of the Service constitute Customer's complete and final instructions.
• Willder will notify Customer if, in its opinion, an instruction violates Data Protection Laws (without obligation to give legal advice), and may decline instructions that would do so.
• Details of processing — the subject matter, duration, nature and purpose, types of Personal Data, and categories of data subjects are described in Annex I.

3. Confidentiality and personnel

Willder will ensure that persons authorized to process Customer Personal Data are bound by confidentiality obligations and process it only as needed to perform under the Agreement.

4. Service-provider / processor commitments

Willder will not:

• sell or share Customer Personal Data (as "sell" and "share" are defined under CCPA/CPRA);
• retain, use, or disclose Customer Personal Data for any purpose other than providing the Service under the Agreement, or outside the direct business relationship, except as permitted by Data Protection Laws;
• combine Customer Personal Data with data from other sources except as permitted by the CCPA/CPRA (e.g. to provide the Service); or
• use Customer Personal Data to train generalized AI/ML models.

Willder certifies that it understands and will comply with these restrictions. Customer may take reasonable steps to remediate unauthorized use.

5. Security

Willder will implement and maintain appropriate technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, appropriate to the risk. These measures are described in Annex II and may be updated so long as security is not materially reduced.

6. Subprocessors

• Customer provides general authorization for Willder to engage Subprocessors to process Customer Personal Data. The current Subprocessors are listed in Annex III and maintained at willder.ai/subprocessors.
• Willder will impose data-protection obligations on each Subprocessor that are no less protective than those in this DPA, and remains responsible for its Subprocessors' performance.
• Willder will give Customer notice before adding or replacing a Subprocessor (by updating the list at willder.ai/subprocessors and/or by email, where Customer subscribes to notifications). Customer may object on reasonable data-protection grounds within 14 days; the parties will work in good faith to resolve the objection, and if they cannot, Customer may terminate the affected part of the Service.

7. Data subject requests

Taking into account the nature of the processing, Willder will assist Customer with appropriate technical and organizational measures, insofar as possible, to respond to data subjects exercising their rights (access, rectification, erasure, restriction, portability, objection). Much of this is self-service: Customer can access, correct, export, and delete Customer Personal Data directly in the Service. If Willder receives a request directly from a data subject, it will not respond except to direct them to Customer, unless legally required.

8. Personal data breach

Willder will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data, and will provide information reasonably available to help Customer meet its notification obligations. Notice of a breach is not an acknowledgment of fault or liability.

9. Data protection impact assessments

Taking into account the nature of processing and information available to Willder, Willder will provide reasonable assistance to Customer with data protection impact assessments and prior consultations with supervisory authorities.

10. Deletion and return

Return. Customer can export its Customer Personal Data from the Service at any time, in the documented open export format.

Deleting Customer's organization. An owner or admin of Customer's organization can request its deletion in the Service, after typing the organization's name to confirm. Deleting the organization at Willder's sign-in provider makes the same request. Either way, the deletion takes effect seven days after the request:

• At the request, Willder revokes the organization's agent tokens and refuses new writes to the organization's memory, files, connected sources and access settings; its members can still read it. Willder also produces a final export of all of the organization's data. The person who made the request can download it during the seven days, while they remain an owner or admin. For a request from the sign-in provider, the organization's owners and admins at the time of that request who have signed in to the Service can download it, including after the organization is gone. Because the sign-in provider may end memberships as it deletes the organization, this includes anyone whose owner or admin role ended in the minute before the request. Someone who had stopped being an owner or admin earlier cannot, and a role change that reaches Willder only after the request never adds anyone.
• During the seven days, an owner or admin can cancel the deletion. Cancelling restores the revoked agent tokens and deletes the final export. Once the organization has been deleted at the sign-in provider, there is no organization left to restore, so the deletion can no longer be cancelled. A member removed during the seven days who belongs to no other organization keeps their member record until the deletion takes effect, when it is deleted with the organization, or is cancelled, when it is deleted at once. A member who still belongs to another organization keeps their record while they do.
• When the seven days end, Willder deletes all of the organization's Customer Personal Data from every store of the Service: its database records, including its audit log; its memory graph; its stored files; and the final export. Willder also deletes the organization at the sign-in provider, if it still exists there, so it cannot be reopened. Willder never does this for a deletion that was cancelled. Willder's deletion job runs every 15 minutes and starts the deletion at its first run after the seven days end. If a store is unavailable, or the job finds something it cannot remove without touching another customer's data, it stops, records why, and tries again at every run until Willder completes the deletion. Job payloads held by the background-job subprocessor (Inngest) and prompts and outputs held by the LLM-observability subprocessor (Langfuse), both listed in Annex III, are not removed by the deletion; they age out under those subprocessors' retention settings.
• Afterwards, Willder gives a deletion receipt to the people who could still download the final export when the deletion took effect. The receipt lists what was removed from each store and the date by which backup copies age out. Willder keeps the receipt as its record of the deletion. It holds the organization's name and identifier, the dates, the number of records removed, and the sign-in identifiers of the people who may read it. It holds no other Customer Personal Data.
• Backups. Copies in backups age out within 30 days after the deletion. They remain protected by this DPA until then.
• Owners and admins who leave. When a person's last membership ends, Willder keeps their sign-in identifier and the time they left each organization in which they were an owner or admin, for three days from that time, so that a deletion at the sign-in provider made at the same time still lets them download that organization's final export.

On termination or expiry of the Agreement, Willder will, at Customer's choice, return Customer Personal Data by the export described above and then delete it as described above, except to the extent retention is required by law.

11. Audits

Willder will make available information reasonably necessary to demonstrate compliance with this DPA and will allow for and contribute to audits, including inspections, conducted by Customer or an auditor Customer mandates. To limit disruption, Willder may satisfy audit requests by providing existing reports, certifications, or a completed security questionnaire; on-site audits are limited to once per year (absent a breach or regulator requirement), on reasonable notice, during business hours, subject to confidentiality.

12. International transfers

Where Willder processes Customer Personal Data originating from the EEA, UK, or Switzerland in a country without an adequacy decision:

• the EU SCCs are incorporated by reference and apply, with Willder as "data importer" and Customer as "data exporter." Module Two (controller-to-processor) applies (or Module Three, controller-to-processor-to-processor, where Customer is itself a processor). Docking clause: optional. Clause 9: Option 2 (general authorization), with the notice period in Section 6. Clause 11 optional redress: not selected. Clause 17 governing law and Clause 18 forum: the EU Member State identified in Annex I, or Ireland if none is specified. Annexes I–III of this DPA populate the SCC Annexes.
• for UK transfers, the UK International Data Transfer Addendum to the SCCs applies, and the SCCs are read as amended by it;
• for Swiss transfers, the SCCs apply with references to the GDPR read as the FADP and to the Swiss FDPIC as supervisory authority.

If the SCCs are invalidated or superseded, the parties will work in good faith to adopt a valid transfer mechanism.

13. Liability

Each party's liability under this DPA is subject to the limitations and exclusions of liability in the Agreement.

14. Term

This DPA takes effect when the Agreement does and remains in effect until Willder has ceased all processing of Customer Personal Data.

Annex I — Details of processing

Annex II — Technical and organizational security measures

• Access control: default-deny authorization enforced at a single check() checkpoint in front of every memory read/write; role-, scope-, and grant-based permissions modeled on an ltree scope tree; time-bounded and revocable access grants.
• Agent/machine access: non-human actors authenticate with scoped, expiring capability tokens; only token hashes are stored at rest; every agent action is subject to the same authorization checks.
• Tenant isolation: all data keyed by organization; memory partitioned per scope; cross-tenant access structurally prevented.
• Auditing: append-only audit log of access decisions and memory read/write/delete events (actor, scope, allow/deny), for security and accountability.
• Encryption: TLS/HTTPS for data in transit; encryption of sensitive stored credentials (e.g. mailbox OAuth tokens) using authenticated encryption; storage on managed providers with encryption at rest.
• Input handling: input sanitization and prompt-injection defenses on memory ingest and chat.
• Secrets and keys: provider and application secrets stored in environment configuration, not in code or Customer-accessible surfaces.
• AI providers: LLM inference performed under contracts prohibiting model training on Customer Personal Data and providing no/limited retention.
• Operational: least-privilege access to production systems; logging and monitoring; rate limiting; security headers (HSTS, CSP, and related).

Measures may evolve as the Service matures; Willder will not materially reduce overall security during the term.

Annex III — Subprocessors (snapshot as of July 14, 2026)

The authoritative, current list is maintained at willder.ai/subprocessors.

Contact for this DPA: legal@willder.ai