Chutes Data Processing Agreement

This Data Processing Agreement (this "DPA") forms part of the Chutes Terms of Service, or of any other written agreement under which Chutes provides the Platform to a business customer (in either case, the "Agreement"), between Chutes Global Corp., a Delaware corporation ("Chutes"), and the customer that accepts the Agreement ("Customer").

This DPA applies automatically when Customer uses the Platform to process Customer Personal Data that is subject to Data Protection Laws. Customer does not need to sign it. If Customer and Chutes have signed a separate data processing agreement, that signed agreement controls, and this DPA does not apply.

1. Definitions

Capitalized terms that this DPA does not define have the meanings given in the Agreement. In this DPA:

• "CCPA" means the California Consumer Privacy Act of 1999, Cal. Civ. Code §§ 1798.100 et seq., as amended, and its regulations.
• "Confidential Compute Model" and "Standard Model" have the meanings given in the Terms of Service.
• "Customer Personal Data" means personal data contained in the Inputs and Outputs that Customer or its End Users submit to or receive from the Platform, and that Chutes processes on Customer's behalf.
• "Data Protection Laws" means all laws that apply to the processing of Customer Personal Data under the Agreement, including the GDPR, the UK GDPR, the Swiss Federal Act on Data Protection, the CCPA, and the comprehensive consumer privacy laws of other states of the United States.
• "GDPR" means Regulation (EU) 2016/679, and "UK GDPR" means the GDPR as it forms part of the law of the United Kingdom.
• "Model Provider" means an independent third party that operates an inference platform on its own infrastructure and serves one or more Standard Models to Chutes.
• "Network Operator" means an independent party that supplies compute to the Chutes subnet on the Bittensor network.
• "Security Incident" means a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data that Chutes or a Subprocessor processes.
• "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses approved by European Commission Implementing Decision (EU) 2021/914.
• "Subprocessor" means any third party that Chutes engages to process Customer Personal Data.
• "UK Addendum" means the International Data Transfer Addendum to the SCCs issued by the United Kingdom Information Commissioner under section 119A of the Data Protection Act 2018.
• "controller," "processor," "data subject," "personal data," "processing," "business," "service provider," and "supervisory authority" have the meanings given in the applicable Data Protection Laws.

2. Scope and roles

2.1 Customer as controller. As between the parties, Customer is the controller of Customer Personal Data (or a processor acting for a third party controller), and Chutes is Customer's processor (or subprocessor). Where the CCPA applies, Customer is the business and Chutes is its service provider.

2.2 Chutes as controller. This DPA does not apply to personal data that Chutes processes as a controller, such as account, billing, usage metadata, security, sanctions screening, and website data. The Chutes Privacy Policy governs that data.

2.3 Customer responsibilities. Customer is responsible for having a lawful basis for its processing, for providing all notices and obtaining all consents that Data Protection Laws require, including notice that Customer uses third party artificial intelligence services that may process personal data outside the data subject's country, and for the accuracy and lawfulness of Customer Personal Data and of its instructions to Chutes.

2.4 Choice of Model. Customer decides which Models process Customer Personal Data. Customer acknowledges that Confidential Compute Models and Standard Models provide different protections, as Section 2 of the Privacy Policy and Annex III describe, and that Customer's selection of a Model, including by automatic or fallback routing, is part of Customer's instructions.

3. Processing on instructions

3.1 Chutes will process Customer Personal Data only on Customer's documented instructions, unless the law requires otherwise, in which case Chutes will inform Customer of that legal requirement before processing unless the law prohibits it. The Agreement, this DPA, and Customer's use and configuration of the Platform are Customer's complete instructions.

3.2 Chutes will tell Customer promptly if Chutes believes that an instruction violates Data Protection Laws. Chutes may then suspend the affected processing until Customer withdraws or changes the instruction.

3.3 Chutes will not use Customer Personal Data to train, fine tune, distill, evaluate, or improve any model.

3.4 Annex I describes the subject matter, duration, nature, and purpose of the processing, and the types of personal data and categories of data subjects.

4. Confidentiality

Chutes will ensure that every person it authorizes to process Customer Personal Data is bound by a duty of confidentiality, whether by contract or by law, and has access only to the extent needed to provide the Platform.

5. Security

5.1 Chutes will implement and maintain the technical and organizational measures described in Annex II, which are designed to protect Customer Personal Data against Security Incidents and to provide a level of security appropriate to the risk.

5.2 Chutes may update those measures from time to time, provided that an update does not materially reduce the overall security of the Platform.

5.3 Customer is responsible for its own secure use of the Platform, including protecting its credentials and API keys, choosing Models appropriate to its data, and encrypting data where appropriate.

6. Subprocessors

6.1 General authorization. Customer gives Chutes general written authorization to engage Subprocessors in the categories listed in Annex III, and it authorizes the Subprocessors that Chutes uses on the date Customer accepts this DPA.

6.2 Subprocessor list. Chutes maintains a list of its Subprocessors that identifies each Model Provider and infrastructure provider and the country or region where it processes Customer Personal Data. Chutes will provide the current list to Customer on request to legal@chutes.ai. The list is Chutes' confidential information.

6.3 Notice of changes. Customer may register to receive notice of new Subprocessors by writing to legal@chutes.ai. Chutes will give each registered Customer at least 15 days' notice by email before a new Model Provider or infrastructure Subprocessor begins to process Customer Personal Data, except that Chutes may give shorter notice where an emergency replacement is necessary to maintain the Platform, in which case Chutes will give notice as soon as practicable.

6.4 Objection. Customer may object to a new Subprocessor on reasonable data protection grounds by writing to legal@chutes.ai within the notice period. The parties will discuss the objection in good faith. If they cannot resolve it, Customer may stop using the Standard Models that the new Subprocessor serves, or, if that does not resolve the objection, terminate the affected part of the Agreement by written notice and receive a refund of any prepaid fees for the terminated part that Customer has not used.

6.5 Subprocessor terms. Chutes will impose on each Model Provider and infrastructure Subprocessor written data protection obligations that require it to process Customer Personal Data only to provide its services to Chutes and that require appropriate security, in each case to the extent that Subprocessor's processing requires. Model Providers process Customer Personal Data under the terms summarized in Annex III, including the retention exceptions stated there, and Customer authorizes processing on those terms.

6.6 Network Operators. Network Operators participate in the Chutes subnet without a bilateral contract with Chutes, and Chutes cannot give advance notice of individual Network Operators. Chutes controls their processing through the technical measures in Annex II. Customer authorizes the use of Network Operators on that basis. Customer acknowledges that, for Confidential Compute Models, Network Operators process Customer Personal Data only inside trusted execution environments that Chutes designs to keep the content from them.

6.7 Responsibility. Chutes remains responsible to Customer for the performance of each Subprocessor's data protection obligations to the extent Data Protection Laws require, subject to the Agreement's limitations of liability.

7. Data subject requests and assistance

7.1 Taking into account the nature of the processing, Chutes will assist Customer by appropriate technical and organizational measures, insofar as possible, to respond to requests from data subjects to exercise their rights under Data Protection Laws.

7.2 If Chutes receives a request from a data subject that relates to Customer Personal Data, Chutes will refer the data subject to Customer, unless the law requires otherwise, and will not respond to the request except to confirm the referral.

7.3 Because Chutes does not store the content of API requests on its own systems, except as Section 6.3 of the Privacy Policy describes, Chutes will ordinarily hold no Customer Personal Data responsive to a request. Where a request concerns Customer Personal Data that a Model Provider holds, Chutes will forward the request to the Model Provider on Customer's written instruction and help as its agreement with the Model Provider allows.

7.4 Chutes will give Customer reasonable assistance with data protection impact assessments and prior consultations with supervisory authorities that Data Protection Laws require, to the extent Customer does not otherwise have the information and Chutes has it.

8. Security Incidents

8.1 Chutes will notify Customer without undue delay, and where feasible within 72 hours, after Chutes becomes aware of a Security Incident, including a Security Incident at a Subprocessor that affects Customer Personal Data routed through Chutes.

8.2 Chutes' notice will describe, to the extent then known, the nature of the Security Incident, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures Chutes has taken or proposes to take. Chutes may provide this information in stages as it becomes available.

8.3 Chutes will take reasonable steps to contain, investigate, and remediate each Security Incident within its reasonable control. Unsuccessful attempts that do not compromise the security of Customer Personal Data, such as pings, port scans, and denial of service attacks, are not Security Incidents.

8.4 Chutes' notice of a Security Incident is not an admission of fault or liability.

9. Audits and information

9.1 Chutes will make available to Customer, on written request and subject to the confidentiality terms of the Agreement, the information reasonably necessary to demonstrate Chutes' compliance with this DPA. That information may include written responses to security questionnaires and, once available, summaries of third party audit reports or certifications that Chutes obtains.

9.2 If the information in Section 9.1 is not sufficient to demonstrate compliance, or if a supervisory authority requires it, Customer may conduct an audit, at its own expense, through an independent auditor bound by confidentiality, no more than once in any 12 month period except after a Security Incident, on at least 30 days' written notice, during normal business hours, and in a manner that does not unreasonably disrupt Chutes' operations or compromise the security of other customers. Audits of Model Providers are limited to the audit rights that Chutes has under its agreements with them.

10. Deletion and return

10.1 Chutes does not retain the content of API requests on its own systems, except as Section 6.3 of the Privacy Policy describes. Within 30 days after the Agreement ends, Chutes will delete any Customer Personal Data that it holds, including content stored in first party applications at Customer's direction, unless the law requires Chutes to keep it. Customer may export application content before the Agreement ends.

10.2 Customer Personal Data held by Model Providers is deleted on the schedules described in Annex III.

10.3 Chutes will certify deletion in writing on Customer's request.

11. International transfers

11.1 Authorization. Customer authorizes Chutes and its Subprocessors to process Customer Personal Data in the United States and in other countries where they operate, including countries in Asia, subject to this Section 11.

11.2 European Economic Area. To the extent Customer transfers Customer Personal Data subject to the GDPR to Chutes in a country that does not have an adequacy decision, the parties enter into, and this DPA incorporates by reference, the SCCs, completed as follows:

• Module Two (controller to processor) applies where Customer is a controller, and Module Three (processor to processor) applies where Customer is a processor;
• Clause 7 (the docking clause) applies;
• under Clause 9, Option 2 (general written authorization) applies, with the notice period in Section 6.3 of this DPA;
• the option in Clause 11 does not apply;
• under Clause 13, the competent supervisory authority is the authority determined under Clause 13(a), and where Customer is not established in the European Union, the Irish Data Protection Commission;
• under Clause 17, Option 1 applies, and the SCCs are governed by the law of Ireland;
• under Clause 18, disputes are resolved in the courts of Ireland; and
• Annexes I and II of the SCCs are completed by Annexes I and II of this DPA.

11.3 United Kingdom. For transfers subject to the UK GDPR, the SCCs apply as amended by the UK Addendum. Table 1 of the UK Addendum is completed with the parties' details in Annex I, Table 2 with the modules and options in Section 11.2, and Table 3 with Annexes I and II of this DPA. Either party may end the UK Addendum as its Section 19 allows.

11.4 Switzerland. For transfers subject to the Swiss Federal Act on Data Protection, the SCCs apply with the following changes: references to the GDPR mean the Swiss Federal Act on Data Protection; the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner; references to Member States include Switzerland, so that data subjects in Switzerland may bring claims in their place of habitual residence; and the SCCs protect the data of legal entities only to the extent Swiss law requires.

11.5 Onward transfers. Where a Subprocessor processes Customer Personal Data in a country without an adequacy decision, Chutes will rely on a transfer mechanism that Data Protection Laws recognize, or another lawful basis for the transfer.

11.6 Precedence. If the SCCs or the UK Addendum conflict with this DPA, the SCCs or the UK Addendum control.

12. United States state privacy laws

Where the CCPA or another United States state privacy law applies, Chutes will:

• process Customer Personal Data only for the business purposes of providing the Platform described in Annex I and as the Agreement permits;
• not sell or share Customer Personal Data, as those terms are defined in the CCPA;
• not retain, use, or disclose Customer Personal Data outside the direct business relationship between Customer and Chutes, or for any purpose other than the business purposes described in this DPA, except as the CCPA permits;
• not combine Customer Personal Data with personal data that Chutes receives from other sources, except as the CCPA permits;
• comply with the CCPA and provide the same level of privacy protection that the CCPA requires of businesses;
• notify Customer if Chutes determines that it can no longer meet its obligations under the CCPA; and
• allow Customer to take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Personal Data.

13. Regulated data

Customer will not submit to the Platform any protected health information under the Health Insurance Portability and Accountability Act, any payment card data, or any personal data of children, unless Customer and Chutes have signed a separate agreement that expressly permits it. This DPA is not a business associate agreement.

14. Liability and general terms

14.1 Each party's liability arising out of or relating to this DPA is subject to the limitations and exclusions of liability in the Agreement, except to the extent Data Protection Laws or the SCCs do not allow those limitations.

14.2 If this DPA conflicts with the Agreement, this DPA controls as to the processing of Customer Personal Data.

14.3 This DPA is governed by the law that governs the Agreement, except as the SCCs require otherwise. It ends automatically when the Agreement ends, except for obligations that by their nature survive.

14.4 Chutes may update this DPA to reflect changes in law, in guidance from a supervisory authority, or in the Platform, by posting the updated DPA at chutes.ai/dpa. Chutes will give registered Customers at least 30 days' notice of a material update. No update may reduce the overall protection of Customer Personal Data under this DPA, except where the law requires it.

Annex I. Details of processing

A. Parties

Data exporter: Customer, as identified in its account or in the Agreement. Contact: the account email address. Role: controller, or processor for a third party controller.

Data importer: Chutes Global Corp., 2810 N Church St., Suite 89723, Wilmington, Delaware 19802, United States. Contact: legal@chutes.ai. Role: processor, or subprocessor.

Activities relevant to the transfer: provision of artificial intelligence inference, serverless compute, and related services under the Agreement.

B. Description of processing

• Categories of data subjects. Customer's End Users, employees, contractors, and customers, and any other individuals whose personal data Customer or its End Users include in Inputs.
• Categories of personal data. Any personal data that Customer or its End Users choose to include in Inputs, and any personal data contained in Outputs. Chutes does not control or know in advance which personal data an Input contains.
• Sensitive data. Customer will not submit special categories of personal data or other sensitive data to Standard Models, as the Terms of Service provide. If Customer submits sensitive data to a Confidential Compute Model, the safeguards in Annex II apply, and Customer should use end-to-end encryption where it is available.
• Frequency of transfer. Continuous, as Customer submits requests.
• Nature of processing. Receiving Inputs, routing them to a Model, executing the Model, and returning Outputs, together with storage of application content where Customer enables it.
• Purpose of processing. Providing the Platform to Customer under the Agreement.
• Retention. For API requests, the duration of each request, subject to the exceptions in Section 6.3 of the Privacy Policy. For application content, until Customer deletes it or the Agreement ends. For Model Providers, as Annex III describes.
• Transfers to Subprocessors. The Subprocessors in Annex III receive Customer Personal Data for the same purpose and for the durations stated there.

C. Competent supervisory authority

As Section 11.2 states.

Annex II. Technical and organizational security measures

Chutes maintains the following measures, which it may update under Section 5.2:

1. Encryption in transit. Transport Layer Security for traffic to and from the Platform. For end-to-end encryption mode, client side encryption using ML-KEM-768 key encapsulation and ChaCha20-Poly1305 authenticated encryption, with decryption only inside an attested trusted execution environment.
2. Confidential computing. For Confidential Compute Models, execution inside Intel Trust Domain Extensions confidential virtual machines, with NVIDIA confidential computing and Protected PCIe to encrypt the channel between processor and accelerator, and with encrypted guest storage.
3. Attestation. Before a trusted execution environment workload starts, verification of Intel and NVIDIA hardware attestation evidence against a known good configuration, with release of decryption keys only after attestation succeeds.
4. Workload integrity. Admission of signed workload images only, verification of code and filesystem integrity, and randomized integrity challenges to running workloads, with removal of nodes that fail.
5. Containment. Default deny network egress for running workloads, and restriction of the capabilities available to each workload.
6. No content logging. Architecture and configuration designed so that the content of API requests is not written to persistent storage on Chutes systems, except as Section 6.3 of the Privacy Policy describes.
7. Access control. Role based access on a least privilege basis, multifactor authentication for administrative access, and logging of privileged operations.
8. Personnel. Written confidentiality obligations for personnel and contractors with access to systems that process Customer Personal Data.
9. Vendor review. Security and data protection review of Model Providers and infrastructure Subprocessors before they process Customer Personal Data.
10. Vulnerability management and incident response. Monitoring of vendor security advisories, application of security updates, and a documented incident response process.

These measures reduce risk but do not eliminate it. Trusted execution environments remain subject to processor, firmware, and side channel vulnerabilities, and the measures in items 2 through 5 apply in full only to Confidential Compute Models.

Annex III. Subprocessor categories and Model Provider terms

A. Categories of Subprocessors

B. Model Provider retention

Customer authorizes Model Providers to process Customer Personal Data on terms that include the following:

1. Where a Model Provider offers zero data retention for a Model, Inputs and Outputs are not written to durable storage and pass only through an encrypted cache that is automatically deleted, generally within 24 hours.
2. Where zero data retention does not cover a Model or feature, the Model Provider's standard retention applies, generally up to 30 days, or longer where the law or the security of the Model Provider's service requires.
3. Files and other inputs submitted to multistep or asynchronous features may be held until the task completes and, under zero data retention, generally no longer than 48 hours.
4. Content that a Model Provider's automated safety systems flag as potentially unlawful or in violation of its policies may be retained for up to two years for safety review, abuse prevention, and legal compliance.
5. Request metadata, such as timestamps, token counts, model identifiers, and error codes, may be retained for billing, security, and service level purposes.
6. Model Providers may not use Inputs or Outputs to train, fine tune, or improve their models without Chutes' separate consent, and Chutes does not give that consent.

C. Network Operators

Network Operators participate in the Chutes subnet under the protocol rules and incentives of the Bittensor network. For Confidential Compute Models, Chutes' technical measures in Annex II are designed so that Network Operators cannot access content in readable form.