Last updated March 26, 2026
This Data Processing Agreement (Agreement) supplements the OpaVote Terms and Conditions and Privacy Policy, as updated from time to time, when the GDPR, UK Data Protection Laws, or the Swiss Federal Act on Data Protection (FADP) apply to your use of OpaVote to process Customer Personal Data. This Agreement is between you or the entity you represent ("The Customer") and Cohere LLC, a California limited liability company, doing business as OpaVote ("OpaVote") (together as the "Parties").
WHEREAS
(A) The Customer acts as a Data Controller.
(B) The Customer wishes to use OpaVote's services, which requires the processing of personal data by OpaVote.
(C) The Parties seek to implement a data processing agreement that complies with the GDPR, applicable UK data protection law, and the Swiss Federal Act on Data Protection.
(D) OpaVote relies on the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF as the lawful mechanisms for transferring personal data from the EU, UK, and Switzerland to the United States.
(E) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement;
1.1.2 "Customer Personal Data" means any Personal Data Processed by OpaVote on behalf of Customer pursuant to or in connection with the Agreement;
1.1.3 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country, including UK Data Protection Laws and Swiss Data Protection Laws;
1.1.4 "DPF" means the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework, as administered by the U.S. Department of Commerce;
1.1.5 "EU Data Protection Laws" means the GDPR and laws implementing or supplementing the GDPR;
1.1.6 "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation), as amended from time to time;
1.1.7 "UK Data Protection Laws" means the UK General Data Protection Regulation (as defined in the UK Data Protection Act 2018) and the UK Data Protection Act 2018, as amended from time to time;
1.1.8 "Swiss Data Protection Laws" means the Swiss Federal Act on Data Protection (FADP) and its implementing ordinances, as amended from time to time;
1.1.9 "Services" means the voting services provided by OpaVote.
1.1.10 "Subprocessor" means any person or company appointed by or on behalf of OpaVote to process Personal Data on behalf of the Customer in connection with the Agreement.
1.2 The terms, "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2.1 OpaVote shall: (a) comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; (b) Process Customer Personal Data only on the documented instructions of the Customer (which include providing the Services), unless required to do so by Union, Member State, UK, Swiss, or other applicable law — in which case OpaVote shall inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
2.2 The Customer instructs OpaVote to process Customer Personal Data for providing the Services.
2.3 The subject-matter, duration, nature and purpose of Processing, the types of Personal Data processed, and the categories of Data Subjects are as described in the Privacy Policy.
2.4 OpaVote shall immediately inform the Customer if, in OpaVote's opinion, a processing instruction from the Customer infringes applicable Data Protection Laws.
OpaVote shall take reasonable steps to ensure the reliability of any employee, agent, or Subprocessor who may have access to Customer Personal Data. Access shall be limited to individuals who need it for the purposes of the Agreement. All such individuals shall be subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, OpaVote shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, OpaVote shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
OpaVote uses the services of the providers listed in the Privacy Policy in providing the Services. OpaVote has a data protection agreement with each provider and ensures they provide at least the same level of protection required by this Agreement and applicable DPF Principles. OpaVote shall notify the Customer before engaging any new Subprocessor. The Customer may object on reasonable data-protection grounds. If the Customer objects, the Parties shall discuss the concern in good faith. If no resolution is reached, the Customer may terminate the affected Services by written notice.
6.1 Taking into account the nature of the Processing, OpaVote shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 OpaVote shall:
6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer, unless required to do so by Union, Member State, UK, Swiss, or other applicable law to which OpaVote is subject; in such a case, OpaVote shall inform Customer of that legal requirement before responding, unless that law prohibits such information on important grounds of public interest.
7.1 OpaVote shall notify Customer without undue delay upon OpaVote becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 OpaVote shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
OpaVote shall provide reasonable assistance to the Customer with any data protection impact assessments and prior consultations with supervisory authorities required under Article 35 or 36 of the GDPR or equivalent provisions of other Data Protection Laws, in relation to Processing of Customer Personal Data.
9.1 Upon cessation of Services involving the Processing of Customer Personal Data, OpaVote shall, at the Customer's choice, delete or return all Customer Personal Data without undue delay and in any event within 10 business days, unless applicable law requires storage of the Customer Personal Data.
9.2 Email addresses of voters who have opted out of receiving OpaVote emails may be retained solely to prevent OpaVote from sending any further messages to those addresses.
10.1 OpaVote shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by OpaVote.
10.2 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11.1 OpaVote processes Customer Personal Data on computers in the United States.
11.2 OpaVote relies on the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF as the lawful transfer mechanisms. Details of OpaVote's DPF self-certification, including applicable principles and recourse mechanisms, are described in the Privacy Policy.
11.3 If OpaVote's DPF certification becomes unavailable, OpaVote will promptly notify the Customer and the parties will work together to put an alternative transfer mechanism in place.
Each Party must keep information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that (a) disclosure is required by law or (b) the relevant information is already in the public domain.