TOS - 8X8

Program Terms and Conditions

Updated: September 1, 2020

By registering for or otherwise participating in the 8x8 Referral Program, you accept and agree to comply with these terms and conditions and understand that the results of the 8x8 Referral Program, as determined by 8x8 or its agents, is final in all respects.

I. Definitions

"8x8" means (i) if Referrer is domiciled in the United States or Canada, 8x8, Inc.; and (ii) if Referrer is domiciled in the United Kingdom, 8x8 UK Limited.
"8x8 Referral Program" or "Program" means the program described on the website located at https://www.8x8.com/referral-program (or such successor site as designated by 8x8).
"Lead" means the validly registered and complete information of a company that is a prospective new 8x8 customer.
"Referrer" means an individual or company that is properly enrolled on the Program website.
"Referee" means the company identified on an active Lead submitted to 8x8 by the Referrer and that (i) is not already in 8x8’s lead management database as of the date the Lead is first submitted to 8x8 by Referrer; and (ii) remains a customer of 8x8 in good standing and current in payment for the Qualifying Period and, if applicable, Qualifying Add-On Period.
"Qualifying Line(s)" means a Virtual Office Unlimited extension, a Virtual Office Global extension, a Virtual Office Edition extension, a Virtual Contact Center seat, an eligible X Series extension (X1, X2, X3, X5, X6, X7 or X8 extensions only) and an 8x8 Express extension, to the extent not excluded in a specific territory.
"Qualifying Add-On Line(s)" means any Qualifying Line included in a Referee’s add-on order that is submitted to, and accepted by, 8x8 within the Qualifying Period.
"Qualifying Period" means the period of 90 days from the date that Referee’s initial order for the Qualifying Lines is submitted to 8x8.
"Qualifying Add-On Period" means the period of 90 days from the date that the Referee's order for the Qualifying Add-On Lines is submitted to 8x8.

II. 8x8 Referral Program

Reward. Subject to these terms and conditions, and provided that the Referee’s initial order is for at least one (1) Qualifying Line, for each Qualifying Line and Qualifying Add-On Line that a Referee orders via a direct sale with 8x8 within the Qualifying Period, 8x8 shall pay Referrer the following applicable rewards ("Reward"):

For US:

Qualifying Line	Reward / Qualifying Line and Qualifying Add-On Line
X Series X1 only	$25 USD
8x8 Express	$12 USD
All other Qualifying Lines	$100 USD
Maximum Total Reward:	$15,000 USD per Referee

For Canada:

Qualifying Line	Reward / Qualifying Line and Qualifying Add-On Line
X Series X1 only	$25 CAD
8x8 Express	Not Eligible
All other Qualifying Lines	$100 CAD
Maximum Total Reward:	$15,000 CAD per Referee

For United Kingdom:

Qualifying Line	Reward / Qualifying Line and Qualifying Add-On Line
X Series X1 only	£10 GBP
8x8 Express	£8 GBP
All other Qualifying Lines	£50 GBP
Maximum Total Reward:	£10,000 GBP per Referee

If any Qualifying Lines are removed or cancelled from the Referee’s account during the Qualifying Period or any Qualifying Add-On Lines are removed or cancelled from the Referee’s account during the Qualifying Add-On Period, the Reward will be reduced to reflect the status of Qualifying Lines and Qualifying Add-On Lines on the Referee’s account as of the last day of the applicable Qualifying Period and Qualifying Add-On Period. Orders for services submitted after the expiration of the Qualifying Period are not eligible for a Reward under the Program.

Registration. To be eligible to receive a Reward under the Program, Referrer must (i) be validly enrolled in the Program, including by providing complete, accurate, and up to date contact information; and (ii) for US and Canada, have submitted to 8x8 a complete and accurate W-9 tax form, or equivalent for eligible foreign countries, prior to the expiration of the applicable Qualifying Period for the Referee. Payment of a Reward will be forfeited if Referrer has not complied with the requirements herein.
Leads. Referrer must submit complete and accurate information for each Lead via the online submission form provided. Only one Lead may be submitted for each prospective new customer of 8x8. A Lead is considered active for a period of six (6) months from the date first submitted by Referrer. If a Lead has not converted into a customer of 8x8 within the six-month period, the Lead shall expire and the Referrer shall not be entitled to a Reward if the prospective customer subsequently purchases 8x8 services, unless Referrer can provide 8x8 with reasonable written proof that Referrer continues to be actively engaged with the Lead and 8x8 in converting the Lead to Referee. If a Lead has expired, Referrer may resubmit the lead to 8x8. Leads that are generated by a script, macro, or other automated source are ineligible for the Program. Upon submission to 8x8, all Leads will become the sole and exclusive property of 8x8 and will not be returned to Referrer.
Limitations and Exclusions. Offer valid in the U.S., Canada, and the United Kingdom only and cannot be combined with any other offers. The Program is valid only for referrals to new customers that have not subscribed to any 8x8 service previously. Companies, or individuals representing a company, (i) referred to 8x8 prior to the date on which a Lead is submitted by Referrer to 8x8, (ii) engaged in discussions with 8x8 as of the date the Lead is submitted by Referrer, or (iii) which are an affiliate or subsidiary of an existing 8x8 customer, do not qualify under the Program.
Payment. If a Reward is due and Referrer has complied with the Program terms and requirements, 8x8 shall pay the Reward to Referrer within 45 days from the expiration of the applicable Qualifying Period or (with respect to Qualifying Add-On Lines) the applicable Qualifying Add-On Period. Payment of a Reward is made in the currency decided by 8x8 and by issuing a check or deposit via ACH, bank transfer, or any other method, as determined in 8x8’s sole discretion. If there is any discrepancy between registration information provided by Referrer and the W-9 tax form, or equivalent for eligible foreign countries, submitted to 8x8, the information on the W-9 tax form, or equivalent for eligible foreign countries, shall control. Where the Referrer is based in the United Kingdom and is VAT registered, a valid VAT invoice must be issued to 8x8 before any payment for business referrals can be made.
Taxes & Costs. REFERRER IS SOLELY RESPONSIBLE FOR ALL APPLICABLE LOCAL, NATIONAL, STATE, FEDERAL, AND FOREIGN TAXES ASSOCIATED WITH THE REWARD AND PAYMENT THEREOF. The value of the Reward will be treated as ordinary income to the Referrer for income tax purposes, and an IRS Form 1099 (or equivalent for eligible foreign countries) for the relevant year will be sent to the Referrer if required by local law. Additionally, Referrer is solely responsible for any and all incidental expenses and all other costs and expenses Referrer incurs in relation to or arising out of participation in the Program.

III. Referrer

Referrer acknowledges and agrees to the following:
1. Referrer is an independent contractor and is not an authorized reseller of 8x8 services. Referrer shall (1) at all times deal with current, prospective, and former 8x8 customers with the utmost degree of integrity, honesty, fairness, and professionalism, and in accordance with industry standards and best practices; (2) at all times conduct itself in a manner that that reflects favorably and positively on 8x8 and 8x8’s services, affiliates, and partners, and not disparage or discredit any of the foregoing or their reputations or images; and (3) provide such assistance and cooperation as 8x8 may reasonably request in connection with its efforts to acquire, support, service, and/or retain Referee. Referrer shall not (4) make any representations, warranties, commitments, promises, guarantees, or assurances to prospective, current, or former customers of 8x8 on behalf of 8x8; (5) make any claims regarding any 8x8 services beyond those made by 8x8 in the documentation relating to 8x8 services available at www.8x8.com (or such successor site as designated by 8x8); (6) misrepresent the nature, scope, functionality, compliance/non-compliance, or capabilities of any 8x8 services; or (7) take any action to undercut or directly compete with 8x8’s marketing, promotional, or sales initiatives, campaigns, or programs, which actions shall include without limitation bidding on paid online or search engine (including mobile) search terms or key-words, or other search terms or key-words open to bidding, relating to 8x8’s trademarks or branding (including without limitation “8x8,” “Virtual Office,” “Virtual Contact Center,” “Virtual Call Center,” “8x8 Editions”, “X Series”).
2. By submitting a Lead, Referrer represents and warrants that (i) it has reviewed 8x8’s Privacy Policy (available at https://www.8x8.com/terms-and-conditions/privacy-policy) which sets out how 8x8 handles the Referrer’s information, (ii) it has received prior express written consent of the company, or individual representing a company, contact included in the Lead to disclose the contact’s name and business contact information to 8x8; and (iii) the contact is a representative of a company in a decision-making role. Referrer acknowledges and agrees that 8x8 may disclose to any party that 8x8 received the Lead information from Referrer.
3. Referrer shall, and represents and warrants that it will, at its own expense, (1) comply with all applicable laws, statutes, and regulations, including without limitation those related to marketing, telemarketing, advertising, and/or unsolicited communications (such as the United States Telephone Consumer Protection Act, Telemarketing Sales Rule, and CAN SPAM Act, the Canada Anti-Spam Legislation, the Federal Trade Commission's 16 CFR Part 255 "Guides Concerning the Use of Endorsements and Testimonials in Advertising"); unfair and/or deceptive practices or advertisement, and/or consumer protection; bribery and/or corrupt practices (such as the United States Foreign Corrupt Practices Act and the Canadian Corruption of Foreign Public Officials Act); and the privacy, security, and/or protection of data (such as Section 5(a) of the Federal Trade Commission Act (15 U.S.C. §45), the Canadian Personal Information Protection and Electronic Documents Act, and any applicable state or provincial privacy laws); Applicable Data Protection Law (including as applicable the Data Protection Act 2018, the GDPR, the Data Retention (EC Directive) Regulations 2009, the Privacy and Electronic Communications Regulations 2003 (including the prohibition on making unsolicited or direct marketing calls to any subscriber to the Telephone Preference Service), the Communications Act 2003, the Investigatory Powers Act 2016, the Consumer Protection from Unfair Trading Regulations 2008 and Ofcom’s policy on silent and abandoned calls and (2) procure and maintain (without material lapse, suspension, or other interruption) all applicable authorizations that it is required to procure or maintain in connection with such activities.
4. If Referrer posts on any social media (e.g., LinkedIn, Facebook, Twitter) as a part of this Program, Referrer will include, and not delete, any disclosure that the Program website automatically creates for the post you are making, and, in the event that no such disclosure is automatically generated, Referrer will include an appropriate disclosure that it is a paid advertisement or endorsement (e.g., "This is a paid endorsement", "#paidad", or “#ad”) in any social media posts you make as a part of this Program. Referrer is responsible for ensuring that posts on any social media site comply with the terms of use of the site.
5. If Referrer has an economic, fiduciary, or other similar relationship or obligation with or to a Referee, Referrer shall make any and all actual or potential conflict of interest disclosures to the Referee, including without limitation the fact that Referrer may benefit under this Program from Referee’s purchase of 8x8 services, required by applicable law, statute, regulation, code of conduct, or rule as a result of Referrer’s participation in this Program and/or eligibility to receive or actual receipt of a Reward.
6. 8x8 may cease to offer the 8x8 Referral Program or its benefits to any Referrer where 8x8, in its sole discretion, suspects of or otherwise determines that (1) Referrer has committed fraud or abuse; (2) Referrer has breached the terms of the Program; or (3) it would be illegal, unethical or otherwise a violation of law, statute, regulation, or 8x8’s or such Referrer’s or Referee’s code of business conduct or rules.
Ineligibility. The following are not eligible to register as a Referrer for or to receive a Reward under the Referral Program: (i) owners, employees, agents, officers, directors, subsidiaries or affiliates of the Referee or any of its affiliates or subsidiaries; (ii) employees, agents, officers, directors, or elected or appointed officials of any local, national, state, Federal, or international governmental or other public agency, including without limitation any legislative, administrative or judicial agency; and (iii) unless expressly permitted under Section III(c) below, employees, agents, officers, directors, or contractors of 8x8 or any of its affiliates or subsidiaries, and any and all immediate family members of and/or those living in the same household as any of the foregoing persons ineligible under (i)-(iii).
8x8 Employees. U.S., Canada, and United Kingdom employees of 8x8 or any of its affiliates or subsidiaries who are not (i) in the sales organization, (ii) in the marketing organization and involved in customer procurement activities, or (iii) director level or above, may participate in the Program (“Eligible Employees”) as a Referrer, subject to these terms and conditions and the following additional limitations: (1) Rewards are limited to a maximum total (per Referee) of $5,000 USD for US employees, $5,000 CAD for Canada employees, and £5,000 GBP for United Kingdom employees; and (2) payment will be made in accordance with applicable 8x8 payroll policies and practices in effect at the time, in the Eligible Employee’s local currency at the time of payment, and subject to required payroll deductions and tax withholdings. Participation in the Program does not constitute an agreement (express or implied) between the Eligible Employee and 8x8 that the Eligible Employee will be employed by 8x8 for any specific period of time, or any agreement for continuing or long-term employment, or, with respect to Eligible Employees employed by 8x8 in the United States, employment other than at-will, or an expectation that any amount of compensation specified herein will become earned by or due to any Eligible Employee. Any amount payable to an Eligible Employee under the Program is a one-time discretionary award and, as such, does not constitute a contractual entitlement and shall not be considered as “salary” in any circumstance and shall not, in particular, be included in calculations for notice, severance or any other benefits under any applicable plan, policy, or agreement (unless required by applicable local law).

IV. 8x8

8x8 is not responsible for: (a) Leads that are lost, delayed, illegible, misdirected, or incomplete; (b) Referrer’s inability to submit a Lead, including through the Program website; (c) Lead information that was not captured correctly; or (d) any issues associated with hardware, software, telephone, internet, virus contamination, network issues, human error, electronic malfunctions, or any other technical problem.
8x8 may, in its sole discretion, amend, modify, suspend or terminate the Program and/or the terms of the Program, in whole or in part, at any time, with or without notice.
WARRANTY DISCLAIMER. 8X8 MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY SERVICES OR PRODUCTS CONTEMPLATED BY THIS AGREEMENT. WHERE PERMITTED UNDER APPLICABLE LOCAL LAW, 8X8 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE AND MERCHANTABILITY.

V. Miscellaneous

The laws that will apply in any dispute or lawsuit arising out of or in connection with the 8x8 Referral Program, including without limitation these terms and conditions, and the courts that have exclusive jurisdiction over any such dispute or lawsuit, depending on where the Referrer is domiciled.

If Referrer is domiciled in:	Governing law is:	Courts with exclusive jurisdiction are those located in:
The United States	State of California	Santa Clara County, California, USA
Canada	British Columbia	Vancouver, British Columbia, Canada
The United Kingdom	England and Wales	England and Wales

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

DATA PROCESSOR (MINDMATRIX) - TERMS of USE

This DATA PROCESSOR TERMS of USE supplements and amends the Master Services Agreement, Concierge, Integration and any other related previous Addendum or Order (collectively the "Principal Agreement") between You ("Customer" or "Controller" or "Data Exporter") and Mindmatrix, Inc. (“MindMatrix” or "Processor"), provider of the Services. Any terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.

The terms and conditions set out below shall be added to the Principal Agreement effective as of May 25, 2018.

Overview

You & Mindmatrix

Please read these Terms carefully. By using this service and signing up for an account, you’re agreeing to these Terms. This is a legal agreement. The following definitions should provide an understanding of this agreement.

Mindmatrix as Processor

Mindmatrix (or the "Service") is a provider of automated software supporting a marketing and sales platform. The platform allows you to create, send, and manage marketing campaigns with the goal of better defined business leads along with efficient sales efforts. In conjunction with this service, Mindmatrix will process your personal data and as such is known as the "Processor."

You as Controller

As a Customer of the Service or a representative of an entity that's a Customer of the Service, you will provide the personal data, inclusive of any content that may not be yours, such as contacts acquired or leads generated through use of the service, that shall be processed and as such you are known as the "Controller." As Controller you are responsible for all your personal data, or content supplied.

The Terms of Use between You and Mindmatrix shall define privacy requirements, acceptable personal data or content, unacceptable content, along with providing your consent that the personal data can be processed.

If you have any questions about our terms, feel free to contact us or access us through privacy@mindmatrix.net.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE OR USE OF THE PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE OR THE PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN DO NOT USE THIS WEBSITE OR THE PRODUCTS.

PART A

1. DEFINITIONS

In this Addendum, the following terms shall have the meanings set out below:
" Applicable Law" - means any laws or regulations, regulatory policies, guidelines or industry codes (whether national or international) which apply to Mindmatrix (or any of its Sub-Processors) and/or the provision of or the subject matter of the Services in each case as in force from time to time;
"Customer Group Member" - means Customer or any entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
"Customer Personal Data" - means any Personal Data Processed by Mindmatrix on behalf of a Customer Group Member pursuant to or in connection with the Principal Agreement;
"Data Protection Laws" - means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country, such as the California Consumer Privacy Act;
"EEA" - means the European Economic Area;
"EU Data Protection Laws" - means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
"GDPR" - means EU General Data Protection Regulation 2016/679;
"CCPA" - means the California Consumer Privacy Act effective January 1, 2020;
"Personal Data" - means any data that relates to an identified or identifiable natural person and where such data is protected under applicable Data Protection Laws;
"Service(s)" - means the services and other activities to be supplied to or carried out by or on behalf of Mindmatrix for Customer Group Members pursuant to the Principal Agreement.
"Standard Contractual Clause(s)" - means the contractual clauses set out in Schedule A;
The terms, "Commission", "Controller", "Processor", "Data Subject(s)", "Member State", "Personal Data Breach", "Processing" and "Supervisory Authority" - shall have the same meaning as in the GDPR, or in the CCPA, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data

A. Scope of this Addendum and Role of Parties.

This Terms of Use applies to the Processing of Personal Data by Mindmatrix in the course of providing the Services. For the Purposes of the Services and this Terms of Use, Customer and each Customer Group Member are the Controller(s) and Mindmatrix is the Processor and shall be Processing Personal Data on the Customer's behalf, the Customer receiving the Services as principal and as agent of each Customer Group Member.

B. Customer Consent Given to Process their Personal Data

The Controller acknowledges that any Customer and/or Customer Group Member, sharing personal data, follow the terms of this agreement and that the Customer and/or Customer Group Member, particularly residing in the EU, or the State of California, have given their consent, and such consent is current as defined by the applicable laws.

C. Customer Account and Password

Customer is soley responsible for maintaining the security and confidentiality of the information you hold for your Account, including, without limitation, your user name and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify Mindmatrix immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by Mindmatrix or any third party due to someone else using your Account, user name or password as a result of your failing to keep your Account information secure and confidential.

D. Customer Personal Data or Content

[1] Customer hereby represents and warrants not to store or otherwise use any Personal Data or Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party's copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component.

[2] Mindmatrix reserves the right, at any time in its sole discretion and without notice to Customer, to pre-screen, review, monitor and or refuse any or all Personal Data or Content from the Service, but Mindmatrix has no obligation to do so. Customer agrees to immediately take down, delete or modify any Personal Data or Content that is stored through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Mindmatrix. In the event that Customer elects not to comply with a request to take down, delete or modify certain Personal Data or Content, Mindmatrix reserves the right to directly take down, delete or modify such Personal Data or Content. Mindmatrix assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Personal Data or Content that you store or otherwise use in connection with Service.

E. Instructions for Processing Personal Data.

Mindmatrix shall Process Personal Data as reasonably necessary for the provision of the Services arising from the Principal Agreement (inclusive of this Terms of Use) and in accordance with Customer's documented instructions which, unless expressly agreed otherwise, shall at all times be consistent and in accordance with the nature of the Principal Agreement. To the extent onward transfer of personal data is necessary or required, by executing this Terms of Use, Customer consents to such onward transfer. Mindmatrix may terminate the Principal Agreement if Customer provides instructions to Process Personal Data which are inconsistent with the Principal Agreement, or which Mindmatrix could not comply with without (i) incurring material additional costs or (ii) undertaking material variations to the manner in which the Services are provided which variations Mindmatrix does not propose to introduce in respect of the majority of its other customers. Mindmatrix may Process Personal Data otherwise than in accordance with Customer's instructions if required to do so by Applicable Law. In such case Mindmatrix shall inform Customer of that legal requirement, unless prohibited from doing so by Applicable Law.

F. Compliance with Laws.

Mindmatrix, in Processing the Customer Personal Data in accordance with Section 2.B. above, shall reasonably comply with all applicable Data Protection Laws. Mindmatrix shall not be responsible for complying with Data Protection Laws applicable to Customer or its industry that are not otherwise consistent with the provision of the Services or if, and to the extent that, the relevant provision of Data Protection Law would not also apply to Mindmatrix's provision of services equivalent to the Services to other customers. Customer shall comply with all Data Protection Laws applicable to Customer as Controller.

3. Mindmatrix Personnel

A. Personnel Reliability.

Mindmatrix shall take reasonable steps to (i) require background screening and to ensure the reliability of any personnel who may have access to the Customer Personal Data or the Customer environments in which the Personal Data is processed, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement; and (ii) ensuring that any personnel are informed of the confidential nature of Personal Data, have received training, and are subject to confidentiality obligations or professional or statutory obligations of confidentiality.

B. Data Protection Officer.

Mindmatrix has appointed a data protection officer. The appointed person may be reached at privacy@mindmatrix.net.

4. Support in Complying with Data Subject Rights

A. Requests from Data Subjects.

Customer acknowledges, as part of the Services, it is responsible for responding to any Data Subjects' request under any Data Protection Law to exercise the Data Subject's right of access, right of rectification, restriction of Processing, right to be forgotten, data portability, object to processing, or its right not to be subjected to an automated decision-making process ("Data Subject Request").

Mindmatrix shall:

[1] to the extent permitted by Applicable Law, promptly notify Customer if it receives a Data Subject Request from a Data Subject; and
[2] taking into account the nature of the Processing, reasonably assist Customer to access Customer Personal Data to the extent that Customer Personal Data is not accessible to Customer (as part of the Services) to fulfill the Customer's obligations, as reasonably understood by Customer, to respond to Data Subject Requests and to comply with Data Protection Laws.

B. Government and Law Enforcement Authority Requests.

Unless prohibited by Applicable Law or a legally-binding request of law enforcement, Mindmatrix shall promptly notify Customer of any request by government agency or law enforcement authority for access to or seizure of Personal Data.

5. Support in Data Protection Impact Assessment

Mindmatrix shall, to the extent necessary, provide reasonable assistance to Customer or each Customer Group Member with respect to any data protection impact assessment required of the Customer or Customer Group Member by Applicable Law, in each case solely in relation to Processing of Customer Personal Data and taking into account the nature of the Processing.

6. Support in Audits and Inspections

In the event that Customer, any Customer Group Member, a regulator, or Supervisory Authority requires additional information, including information necessary to demonstrate compliance with this Terms of Use, Mindmatrix will provide commercially reasonable cooperation to make such information available.

A. Assistance

Subject to Section 6B, below, Mindmatrix shall, to the extent necessary, allow for and contribute to audits, including inspections, by any Customer Group Member or an auditor mandated by any Customer Group Member in relation to the Processing of the Company Personal Data.

B. Certain Limitations

Customer shall give Mindmatrix reasonable notice of any audit or inspection to be conducted under Section 6A and shall make reasonable endeavors to avoid causing any damages, injury or disruption to Mindmatrix's premises, equipment, personnel and business while Customer's personnel are on those premises in the course of an audit or inspection. Mindmatrix need not give access to its premises for the purposes of an audit or inspection:
[1] to any individual unless such individual is participating in the audit or inspection;
[2] outside normal business hours, unless the audit or inspection must be conducted on an emergency basis and Customer has provided advanced notice supporting the same;
[3] for the purposes of more than one audit or inspection in any calendar year, unless the Customer considers such audit or inspection reasonably necessary due to genuine concerns regarding Mindmatrix's compliance with this Addendum or unless Customer is required to so perform such audit or inspection by a Supervisory Authority.

7. Breach Incident Notification

A. Breach notice.

Mindmatrix shall notify Customer within 24 hours upon Mindmatrix becoming aware of a confirmed Personal Data Breach affecting Customer Personal Data. To the extent able within the scope of the Services, Mindmatrix will provide Customer with sufficient information to allow it to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

B. Investigatory Cooperation.

Mindmatrix shall co-operate with Customer and take such reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Security

A. Technical and Organizational Measures.

Taking into account the state of the art, the costs of implementation and the nature, scope, and purpose of Processing, as well as the risk and severity for the rights and freedoms of Data Subjects, Mindmatrix shall implement and maintain appropriate technical and organizational measures designed to protect the security, confidentiality and integrity of Customer Personal Data, including to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or unauthorized access. Mindmatrix regularly monitors compliance with these measures. Mindmatrix reserves the right to update its technical and organizational measures and will not materially decrease the overall security of the Services pursuant to the Principal Agreement.

B. Customer Applications.

Customer acknowledges that if at any time it installs, uses or enables products or applications that operate using the Services, but are not part of the Service itself ("Additional Products or Applications"), then by such action Customer is instructing Mindmatrix to cause the Service to allow such Additional Products or Applications to operate and potentially access Personal Data. Accordingly, this Addendum does not apply to the processing of Personal Data by such Additional Products or Applications.

C. Return and Deletion of Personal Data.

Upon termination of the Services, Mindmatrix shall at Customer's option, return and/or delete any Personal Data retained on the Services in accordance with the terms of the Principal Agreement and not retain any copies unless Mindmatrix is required to do so by Applicable Law.

D. Deletion of Personal Data at Request of Customer and/or Customer Group Member.

Upon request of any customer of the Controller's, Controller agrees to notify Mindmatrix of said request whereby the Personal Data of said customer and/or Customer Group Member shall be deleted.

9. Limitation of Liability

IN NO EVENT WILL MINDMATRIX, OR MINDMATRIX PARTIES, BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF MINDMATRIX, OR MINDMATRIX PARTIES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Location and Storage of Personal Data

Personal Data will be stored at the data center premises selected by Mindmatrix as part of the Services (the "Designated Data Center Location").

11. General Terms

Without prejudice to Schedule A, Standard Contractual Clauses, Clause 7 Mediation and Jurisdiction, and Clause 9 Governing Law, or the applicability of any Data Protection Laws:

The parties to this Terms of Use hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Terms of Use, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
The obligations of Mindmatrix arising hereunder are subject to and governed by the laws of the country or territory expressly set forth in the Principal Agreement.
With regard to the subject matter of this Terms of Use, in the event of inconsistencies between the provisions of this Terms of Use and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Terms of Use, the provisions of this Terms of Use shall prevail.
Customer is responsible for coordinating all communication with Mindmatrix on behalf of its Customer Group Members with regard to this Terms of Use. Customer represents that, in relation to this Terms of Use, it, as agent for its Customer Group Members, is authorized to issue instructions; make and receive any communications or notifications; and enter into any agreement expressly contemplated herein for and on behalf of any of its Customer Group Members.
Customer and/or its Customer Group Members may only disclose the terms of this Terms of Use to a Supervisory Authority to the extent required by law or such Supervisory Authority. Customer shall reasonably ensure that the Supervisory Authority does not disclose the terms of this Terms of Use to the public or any third party, including: (i) marking copies of this Terms of Use as "Confidential and Commercially Sensitive"; (ii) requesting return of copies of this Terms of Use once the governmental regulatory notification has been completed or approval granted; and (iii) requesting prior notice and consultation before any disclosure of this Terms of Use by the Supervisory Authority.
Mindmatrix's aggregate liability to the Customer and/or any Customer Group Member, and to any relevant Controller on whose behalf the Customer enters into the Standard Contractual Clauses, arising from a breach of this Terms of Use (including the Standard Contractual Clauses) shall be subject to the terms of the Principal Agreement and for this purpose references to the Customer in the Principal Agreement shall be deemed to include a reference to the relevant Controller. Subject to the foregoing, no third party shall have any rights under this Terms of Use.
Mindmatrix may, from time to time, make any variations (updates or revisions) to this Terms of Use which Mindmatrix reasonably believes to be necessary to address the requirements of any Data Protection Law. If Mindmatrix makes such updates or revisions, those variations to the Terms of Use shall become effective upon the expiration of such thirty (30) day period, unless Customer contacts Mindmatrix in writing and objects to the variations. If Customer objects to the variations, Customer and Mindmatrix shall promptly discuss the variations and negotiate in good faith with a view to agreeing and implementing those variations as soon as practicable.

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