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Clarabridge Data Processing Annex



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PERSONAL DATA PROCESSING AGREEMENT FOR CLARABRIDGE SUBSCRIPTION SERVICES

This Data Processing Addendum (“DPA”) is between Customer and the Clarabridge-related entity that (a) is either Clarabridge, Inc. or Engagor NV or Qualtrics, LLC or one of its affiliates and (b) is party to a master agreement with Customer (such agreement, the “Master Agreement” and such Clarabridge-related entity, “Clarabridge”).

  1. DEFINITIONS
    1. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the purposes of this DPA, where Customer acts as processor for another controller, it shall in relation to Clarabridge be deemed as additional and independent Controller with the respective controller rights and obligations under this DPA.
    2. “Data Protection Law” means the applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Personal Data under the Agreement.
    3. “Data Subject” means an identified or identifiable natural person as defined by Data Protection Law.
    4. “EEA” means the European Economic Area, namely the European Union Member States along with Iceland, Liechtenstein and Norway.
    5. “GDPR” means the General Data Protection Regulation 2016/679.
    6. “New SCC Relevant Transfer” means a transfer (or an onward transfer) to a Third Country of Personal Data that is either subject to GDPR or to applicable Data Protection Law and where any required adequacy means under GDPR or applicable Data Protection Law can be met by entering into the New Standard Contractual Clauses.
    7. “New Standard Contractual Clauses” means the unchanged standard contractual clauses, published by the European Commission, reference 2021/914 or any subsequent final version thereof which shall automatically apply. To avoid doubt Modules 2 and 3 shall apply as set out in Section 8.
    8. Personal Data” means any information relating to a Data Subject which is protected under Data Protection Law. For the purposes of the DPA, it includes only personal data which is:
      1. entered by Customer or its Authorized Users into or derived from their use of the Subscription Services; or
      2. supplied to or accessed by Clarabridge or its Subprocessors in order to provide support under the Agreement. Personal Data is a sub-set of Customer Data (as defined under the Agreement).
    9. “Personal Data Breach” means a confirmed:
      1. accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or unauthorized third-party access to Personal Data; or
      2. similar incident involving Personal Data, in each case for which a Controller is required under Data Protection Law to provide notice to competent data protection authorities or Data Subjects.
    10. “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller, be it directly as processor of a controller or indirectly as subprocessor of a processor which processes personal data on behalf of the controller.
    11. “SAP” means SAP SE, parent company of Clarabridge.
    12. “Schedule” means the numbered Appendix with respect to the Standard Contractual Clauses (2010) and the numbered Annex with respect to the New Standard Contractual Clauses.
    13. “Standard Contractual Clauses (2010)” means the Standard Contractual Clauses (processors) published by the European Commission, reference 2010/87/EU.
    14. “Subprocessor” or “sub-processor” means Clarabridge Affiliates, SAP, SAP Affiliates and third parties engaged by Clarabridge, or Clarabridge’s Affiliates in connection with the Subscription Services and which process Personal Data in accordance with this DPA.
    15. “Technical and Organizational Measures” means the technical and organizational measures for the relevant Subscription Services set out in Schedule 2.
    16. “Third Country” means any country, organization or territory not acknowledged by the European Union under Article 45 of GDPR as a safe country with an adequate level of data protection.

  2. BACKGROUND
    1. Purpose and Application
      1. This document (“DPA”) is incorporated into the Agreement and forms part of a written (including in electronic form) contract between Clarabridge and Customer.
      2. This DPA applies to Personal Data processed by Clarabridge and its Subprocessors in connection with its provision of the Subscription Services.
      3. This DPA does not apply to non-production environments of the Subscription Services if such environments are made available by Clarabridge. Customer shall not store Personal Data in such environments.
    2. Structure Schedules 1, 2, and 3 are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, categories of data subjects (Schedule 1), the applicable Technical and Organizational Measures (Schedule 2), and approved Subprocessors (Schedule 3).
    3. Governance
      1. Clarabridge acts as a Processor and Customer and those entities that it permits to use the Subscription Services act as Controllers under the DPA.
      2. Customer acts as a single point of contact and shall obtain any relevant authorizations, consents and permissions for the processing of Personal Data in accordance with this DPA, including, where applicable approval by Controllers to use Clarabridge as a Processor. Where authorizations, consent, instructions or permissions are provided by Customer these are provided not only on behalf of the Customer but also on behalf of any other Controller using the Subscription Services. Where Clarabridge informs or gives notice to Customer, such information or notice is deemed received by those Controllers permitted by Customer to use the Subscription Services. Customer shall forward such information and notices to the relevant Controllers.

  3. SECURITY OF PROCESSING
    1. Applicability of the Technical and Organizational Measures Clarabridge has implemented and will apply the Technical and Organizational Measures. Customer has reviewed such measures and agrees that as to the Subscription Services selected by Customer in the Order Form the measures are appropriate taking into account the state of the art, the costs of implementation, nature, scope, context and purposes of the processing of Personal Data.
    2. Changes
      1. Clarabridge applies the Technical and Organizational Measures to Clarabridge’s entire customer base hosted out of the same data center or receiving the same Subscription Services. Clarabridge may change the Technical and Organizational Measures at any time without notice so long as it maintains a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data.

  4. CLARABRIDGE OBLIGATIONS
    1. Instructions from Customer Clarabridge will process Personal Data only in accordance with documented instructions from Customer. The Agreement (including this DPA) constitutes such documented initial instructions and each use of the Subscription Services then constitutes further instructions. Clarabridge will use reasonable efforts to follow any other Customer instructions, as long as they are required by Data Protection Law, technically feasible and do not require changes to the Subscription Services. If any of the before-mentioned exceptions apply, or Clarabridge otherwise cannot comply with an instruction or is of the opinion that an instruction infringes Data Protection Law, Clarabridge will immediately notify Customer (email permitted).
    2. Processing on Legal Requirement Clarabridge may also process Personal Data where required to do so by applicable law. In such a case, Clarabridge shall inform Customer of that legal requirement before processing unless that law prohibits such information on important grounds of public interest.
    3. Personnel To process Personal Data, Clarabridge and its Subprocessors shall only grant access to authorized personnel who have committed themselves to confidentiality. Clarabridge and its Subprocessors will regularly train personnel having access to Personal Data in applicable data security and data privacy measures.
    4. Cooperation
      1. At Customer’s request, Clarabridge will reasonably cooperate with Customer and Controllers in dealing with requests from Data Subjects or regulatory authorities regarding Clarabridge’s processing of Personal Data or any Personal Data Breach.
      2. If Clarabridge receives a request from a Data Subject in relation to the Personal Data processing hereunder, Clarabridge will promptly notify Customer (where the Data Subject has provided information to identify the Customer) via e-mail and shall not respond to such request itself but instead ask the Data Subject to redirect its request to Customer.
      3. In the event of a dispute with a Data Subject as it relates to Clarabridge’s processing of Personal Data under this DPA, the Parties shall keep each other informed and, where appropriate, reasonably co-operate with the aim of resolving the dispute amicably with the Data Subject.
      4. Clarabridge shall provide functionality for production systems that supports Customer’s ability to correct, delete or anonymize Personal Data from a Subscription Services, or restrict its processing in line with Data Protection Law. Where such functionality is not provided, Clarabridge will correct, delete or anonymize any Personal Data, or restrict its processing, in accordance with the Customer’s instruction and Data Protection Law.
    5. Personal Data Breach Notification Clarabridge will notify Customer without undue delay after becoming aware of any Personal Data Breach and provide reasonable information in its possession to assist Customer to meet Customer’s obligations to report a Personal Data Breach as required under Data Protection Law. Clarabridge may provide such information in phases as it becomes available. Such notification shall not be interpreted or construed as an admission of fault or liability by Clarabridge.
    6. Data Protection Impact Assessment If, pursuant to Data Protection Law, Customer (or its Controllers) are required to perform a data protection impact assessment or prior consultation with a regulator, at Customer’s request, Clarabridge will provide such documents as are generally available for the Subscription Services (for example, this DPA, the Agreement, audit reports and certifications). Any additional assistance shall be mutually agreed between the Parties.

  5. DATA EXPORT AND DELETION
    1. Export and Retrieval by Customer During the Access Term and subject to the Agreement, Customer can access its Personal Data at any time. Customer may export and retrieve its Personal Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Clarabridge and Customer will find a reasonable method to allow Customer access to Personal Data.
    2. Deletion Before the Access Term expires, Customer may use Clarabridge’s self-service export tools (as available) to perform a final export of Personal Data from the Subscription Services (which shall constitute a “return” of Personal Data). At the end of the Subscription Term, Customer hereby instructs Clarabridge to delete the Personal Data remaining on servers hosting the Subscription Services within a reasonable time period in line with Data Protection Law (not to exceed 6 months) unless applicable law requires retention.

  6. CERTIFICATIONS AND AUDITS
    1. Customer Audit Customer or its independent third party auditor reasonably acceptable to Clarabridge (which shall not include any third party auditors who are either a competitor of Clarabridge or not suitably qualified or independent) may audit Clarabridge’s control environment and security practices relevant to Personal Data processed by Clarabridge only if:
      1. Clarabridge has not provided sufficient evidence of its compliance with the Technical and Organizational Measures that protect the production systems of the Subscription Services through providing either: (i) a certification as to compliance with ISO 27001 or other standards (scope as defined in the certificate); or (ii) a valid ISAE3402 or ISAE3000 or other SOC1-3 attestation report. Upon Customer’s request audit reports or ISO certifications are available through the third party auditor or Clarabridge;
      2. a Personal Data Breach has occurred;
      3. an audit is formally requested by Customer’s data protection authority; or
      4. provided under mandatory Data Protection Law conferring Customer a direct audit right and provided that Customer shall only audit once in any 12 month period unless mandatory Data Protection Law requires more frequent audits.
    2. Other Controller Audit Any other Controller may assume Customer’s rights under Section 6.1 only if it applies directly to the Controller and such audit is permitted and coordinated by Customer. Customer shall use all reasonable means to combine audits of multiple other Controllers to avoid multiple audits unless the audit must be undertaken by the other Controller itself under Data Protection Law. If several Controllers whose Personal Data is processed by Clarabridge on the basis of the Agreement require an audit, Customer shall use all reasonable means to combine the audits and to avoid multiple audits.
    3. Scope of Audit Customer shall provide at least 60 days advance notice of any audit unless mandatory Data Protection Law or a competent data protection authority requires shorter notice. The frequency and scope of any audits shall be mutually agreed between the parties acting reasonably and in good faith. Customer audits shall be limited in time to a maximum of 3 business days. Beyond such restrictions, the parties will use current certifications or other audit reports to avoid or minimize repetitive audits. Customer shall provide the results of any audit to Clarabridge.
    4. Cost of Audits Customer shall bear the costs of any audit unless such audit reveals a material breach by Clarabridge of this DPA, then Clarabridge shall bear its own expenses of an audit. If an audit determines that Clarabridge has breached its obligations under the DPA, Clarabridge will promptly remedy the breach at its own cost.

  7. SUBPROCESSORS
    1. Permitted Use Clarabridge is granted a general authorization to subcontract the processing of Personal Data to Subprocessors, provided that:
      1. Clarabridge or Clarabridge affiliates on its behalf shall engage Subprocessors under a written (including in electronic form) contract consistent with the terms of this DPA in relation to the Subprocessor’s processing of Personal Data. Clarabridge shall be liable for any breaches by the Subprocessor in accordance with the terms of this Agreement;
      2. Clarabridge will evaluate the security, privacy and confidentiality practices of a Subprocessor prior to selection to establish that it is capable of providing the level of protection of Personal Data required by this DPA; and
      3. Clarabridge’s current list of Subprocessors in place on the effective date of the Agreement is attached as Schedule 3. Clarabridge will make available to Customer upon requests, an up-to-date list of Subprocessors.
    2. New Subprocessors Clarabridge’s use of Subprocessors is at its discretion, provided that:
      1. Clarabridge will inform Customer in advance (by email or by posting on the Cloud Service) of any intended additions or replacements to the list of Subprocessors including name, address and role of the new Subprocessor; and
      2. Customer may object to such changes as set out in Section 7.3.
    3. Objections to New Subprocessors
      1. If Customer has a legitimate reason under Data Protection Law to object to the new Subprocessors’ processing of Personal Data, Customer may terminate the Agreement (limited to the Subscription Services for which the new Subprocessor is intended to be used) on written notice to Clarabridge. Such termination shall take effect at the time determined by the Customer which shall be no later than 30 days from the date of Clarabridge’s notice to Customer informing Customer of the new Subprocessor. If Customer does not terminate within this 30 day period, Customer is deemed to have accepted the new Subprocessor.
      2. Within the 30 day period from the date of Clarabridge’s notice to Customer informing Customer of the new Subprocessor, Customer may request that the parties discuss in good faith a resolution to the objection. Such discussions shall not extend the period for termination and do not affect Clarabridge’s right to use the new Subprocessor(s) after the 30 day period.
      3. Any termination under this Section 7.3 shall be deemed to be without fault by either party and shall be subject to the terms of the Agreement.
    4. Emergency Replacement Clarabridge may replace a Subprocessor without advance notice where the reason for the change is outside of Clarabridge reasonable control and prompt replacement is required for security or other urgent reasons. In this case, Clarabridge will inform Customer of the replacement Subprocessor as soon as possible following its appointment. Section 7.2 applies accordingly.

  8. INTERNATIONAL PROCESSING
    1. Conditions for International Processing Clarabridge shall be entitled to process Personal Data, including by using Subprocessors, in accordance with this DPA outside the country in which the Customer is located as permitted under Data Protection Law.
    2. Applicability of the Standard Contractual Clauses (2010)
      1. Where, for the period up to and including 26 September 2021, Personal Data of a Controller that is subject to GDPR is processed in a Third Country, or where Personal Data of a Swiss or United Kingdom based Controller or another Controller is processed in a Third Country and such international processing requires an adequacy means under the laws of the country of the Controller and the required adequacy means can be met by entering into Standard Contractual Clauses (2010), then:
        1. Clarabridge and Customer enter into the Standard Contractual Clauses (2010);
        2. Customer joins the Standard Contractual Clauses (2010) entered into by Clarabridge or Clarabridge and the Subprocessor as an independent owner of rights and obligations; or
        3. Other Controllers whose use of the Subscription Services has been authorized by Customer under the Agreement may also enter into Standard Contractual Clauses (2010) with Clarabridge or the relevant Subprocessors in the same manner as Customer in accordance with Section 8.2.1 a) and b) above. In such case, Customer will enter into the Standard Contractual Clauses (2010) on behalf of the other Controllers.
        4. The Standard Contractual Clauses (2010) shall be governed by the law of the country in which the relevant Controller is established.
        5. Where applicable Data Protection Law adopts the New Standard Contractual Clauses as meeting any required adequacy means as an alternative or update to the Standard Contractual Clauses (2010) then the New Standard Contractual Clauses shall apply in accordance with Section 8.3.
    3. Applicability of New Standard Contractual Clauses
      1. The following shall apply with effect from 27 September 2021 and shall solely apply in respect of New SCC Relevant Transfers:
        1. Where Clarabridge is not located in a Third Country and acts as a data exporter, Clarabridge has entered in to the New Standard Contractual Clauses with each Subprocessor as the data importer. Module 3 (Processor to Processor) of the New Standard Contractual Clauses shall apply to such New SCC Relevant Transfers.
        2. Where Clarabridge is located in a Third Country:
          Clarabridge and Customer hereby enter into the New Standard Contractual Clauses with Customer as the data exporter and Clarabridge as the data importer which shall apply as follows:
          1. Module 2 (Controller to Processor) shall apply where Customer is a Controller; and
          2. Module 3 (Processor to Processor) shall apply where Customer is a Processor. Where Customer acts as Processor under Module 3 (Processor to Processor) of the New Standard Contractual Clauses, Clarabridge acknowledges that Customer acts as Processor under the instructions of its Controller(s).
      2. Other Controllers or Processors whose use of the Subscription Services has been authorized by Customer under the Agreement may also enter into the New Standard Contractual Clauses with Clarabridge in the same manner as Customer in accordance with Section 8.3.1.2 above. In such case, Customer enters into the New Standard Contractual Clauses on behalf of the other Controllers or Processors.
      3. With respect to a New SCC Relevant Transfer, on request from a Data Subject to the Customer, Customer may make a copy of Module 2 or 3 of the New Standard Contractual Clauses entered into between Customer and Clarabridge (including the relevant Schedules), available to Data Subjects.
      4. The governing law of the New Standard Contractual Clauses shall be the law of Ireland.
    4. Relation of the Standard Contractual Clauses to the Agreement Nothing in the Agreement shall be construed to prevail over any conflicting clause of the Standard Contractual Clauses (2010) or the New Standard Contractual Clauses. For the avoidance of doubt, where this DPA further specifies audit and Subprocessor rules, such specifications also apply in relation to the Standard Contractual Clauses (2010) and the New Standard Contractual Clauses.
    5. Third Party Beneficiary Right under the New Standard Contractual Clauses
      1. Where Customer is located in a Third Country and acting as a data importer under Module 2 or Module 3 of the New Standard Contractual Clauses and Clarabridge is acting as Customer’s sub-processor under the applicable Module, the respective data exporter shall have the following third party beneficiary right:
      2. In the event that Customer has factually disappeared, ceased to exist in law or has become insolvent (in all cases without a successor entity that has assumed the legal obligations of the Customer by contract or by operation of law), the respective data exporter shall have the right to terminate the affected Subscription Services solely to the extent that the data exporter’s Personal Data is processed. In such event, the respective data exporter also instructs Clarabridge to erase or return the Personal Data.
  9. DOCUMENTATION
    1. Each party is responsible for its compliance with its documentation requirements, in particular maintaining records of processing where required under Data Protection Law. Each party shall reasonably assist the other party in its documentation requirements, including providing the information the other party needs from it in a manner reasonably requested by the other party (such as using an electronic system), in order to enable the other party to comply with any obligations relating to maintaining records of processing.

Schedule 1 Description of the Processing

This Schedule 1 applies to describe the Processing of Personal Data for the purposes of the Standard Contractual Clauses (2010), New Standard Contractual Clauses and applicable Data Protection Law.
  1. A. LIST OF PARTIES
    1. Under the Standard Contractual Clauses (2010)
      1. Data Exporter
        The data exporter under the Standard Contractual Clauses (2010) is the Customer who subscribed to a Subscription Services that allows Authorized Users to enter, amend, use, delete or otherwise process Personal Data. Where the Customer allows other Controllers to also use the Subscription Services, these other Controllers are also data exporters.
      2. Data Importer
        Clarabridge and its Subprocessors that provide and support the Subscription Services are data importers under the Standard Contractual Clauses (2010).
    2. Under the Standard Contractual Clauses (2010)
      1. Module 2: Transfer Controller to Processor
        Where Clarabridge is located in a Third Country, Customer is the Controller and Clarabridge is the Processor, then Customer is the data exporter and Clarabridge is the data importer.
      2. Module 3: Transfer Processor to Processor
        Where Clarabridge is located in a Third Country, Customer is a Processor and Clarabridge is a Processor, then Customer is the data exporter and Clarabridge is the data importer.
  2. B. DESCRIPTION OF TRANSFER
    1. Data Subjects Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: employees, contractors, business partners or other individuals having Personal Data stored in the Subscription Services, transmitted to, made available to, accessed or otherwise processed by the data importer.
    2. Data Categories The transferred Personal Data concerns the following categories of data:
      Customer determines the categories of data per Subscription Services subscribed. Customer can configure the data fields during implementation of the Subscription Services or as otherwise provided by the Subscription Services. The transferred Personal Data typically relates to the following categories of data: name, phone numbers, e-mail address, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any application-specific data that Authorized Users enter into the Subscription Services.
    3. Special Data Categories (if agreed)
      1. The transferred Personal Data may comprise special categories of personal data set out in the Agreement (“Sensitive Data”). Clarabridge has taken Technical and Organizational Measures as set out in Schedule 2 to ensure a level of security appropriate to protect also Sensitive Data.
      2. The transfer of Sensitive Data may trigger the application of the following additional restrictions or safeguards if necessary to take into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons (if applicable):
        1. training of personnel;
        2. system access logging and general data access logging.
      3. In addition, the Subscription Services provide measures for handling of Sensitive Data as described in the Documentation.
    4. Purposes of the data transfer and further processing; Nature of the processing
      1. The transferred Personal Data is subject to the following basic processing activities:
        1. use of Personal Data to set up, operate, monitor and provide the Subscription Services (including operational and technical support);
        2. continuous improvement of service features and functionalities provided as part of the Subscription Services including automation, transaction processing and machine learning;
        3. provision of professional services;
        4. communication to Authorized Users;
        5. storage of Personal Data in dedicated data centers (multi-tenant architecture);
        6. release, development and upload of any fixes or upgrades to the Subscription Services;
        7. back up and restoration of Personal Data stored in the Subscription Services;
        8. computer processing of Personal Data, including data transmission, data retrieval, data access;
        9. network access to allow Personal Data transfer;
        10. monitoring, troubleshooting and administering the underlying Subscription Services infrastructure and database;
        11. security monitoring, network-based intrusion detection support, penetration testing; and
        12. execution of instructions of Customer in accordance with the Agreement.
      2. The purpose of the transfer is to provide and support the Subscription Services. Clarabridge and its Subprocessors may support the Subscription Services data centers remotely. Clarabridge and its Subprocessors provide support when a Customer submits a support ticket as further set out in the Agreement.
    5. Additional description in respect of the New Standard Contractual Clauses:
      1. Applicable Modules of the New Standard Contractual Clauses
        1. Module 2: Transfer Controller to Processor
        2. Module 3: Transfer Processor to Processor
      2. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
        In respect of the New Standard Contractual Clauses, transfers to Subprocessors shall be on the same basis as set out in the DPA
      3. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
        Transfers shall be made on a continuous basis.
      4. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period.
        Personal Data shall be retained for the duration of the Agreement and subject to Section 5.2 of the DPA.
  3. C. COMPETENT SUPERVISORY AUTHORITY
    1. In respect of the New Standard Contractual Clauses:
      1. Module 2: Transfer Controller to Processor
      2. Module 3: Transfer Processor to Processor
    2. Where Customer is the data exporter, the supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the New Standard Contractual Clauses.

Schedule 2 Technical and Organizational Measures

This Schedule 2 applies to describe the applicable technical and organizational measures for the purposes of the Standard Contractual Clauses (2010), New Standard Contractual Clauses and applicable Data Protection Law.

Clarabridge will apply and maintain the Technical and Organizational Measures.

To the extent that the provisioning of the Subscription Services comprises New SCC Relevant Transfers, the Technical and Organizational Measures set out in Schedule 2 describe the measures and safeguards which have been taken to fully take into consideration the nature of the personal data and the risks involved. If local laws may affect the compliance with the clauses, this may trigger the application of additional safeguards applied during transmission and to the processing of the personal data in the country of destination.
  1. TECHNICAL AND ORGANIZATIONAL MEASURES
    The following sections define Clarabridge’s current technical and organizational measures. Clarabridge may change these at any time without notice so long as it maintains a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data.
    1. Physical Access Control. Unauthorized persons are prevented from gaining physical access to premises, buildings or rooms where data processing systems that process and/or use Personal Data are located.
      Measures:
      · Clarabridge protects its assets and facilities using the appropriate means based on the Clarabridge’s Security Policy
      · In general, buildings are secured through access control systems (e.g., smart card access system).
      · As a minimum requirement, the outermost entrance points of the building must be fitted with a certified key system including modern, active key management.
      · Depending on the security classification, buildings, individual areas and surrounding premises may be further protected by additional measures. These include specific access profiles, video surveillance, intruder alarm systems and biometric access control systems.
      · Access rights are granted to authorized persons on an individual basis according to the System and Data Access Control measures (see Section 1.2 and 1.3 below). This also applies to visitor access. Guests and visitors to Clarabridge buildings must register their names at reception and must be accompanied by authorized Clarabridge personnel.
      · Clarabridge employees and external personnel must wear their ID cards at all Clarabridge locations.

      Additional measures for Data Centers:
      · All Data Centers adhere to strict security procedures enforced by guards, surveillance cameras, motion detectors, access control mechanisms and other measures to prevent equipment and Data Center facilities from being compromised. Only authorized representatives have access to systems and infrastructure within the Data Center facilities. To protect proper functionality, physical security equipment (e.g., motion sensors, cameras, etc.) undergo maintenance on a regular basis.
      · Clarabridge and all third-party Data Center providers log the names and times of authorized personnel entering Clarabridge’s private areas within the Data Centers.
    2. System Access Control. Data processing systems used to provide the Subscription Services must be prevented from being used without authorization.
      Measures:
      · Multiple authorization levels are used when granting access to sensitive systems, including those storing and processing Personal Data. Authorizations are managed via defined processes according to the Clarabridge’s Security Policy
      · All personnel access Clarabridge’s systems with a unique identifier (user ID).
      · Clarabridge has procedures in place so that requested authorization changes are implemented only in accordance with the Clarabridge’s Security Policy (for example, no rights are granted without authorization). In case personnel leaves the company, their access rights are revoked.
      · Clarabridge has established a password policy that prohibits the sharing of passwords, governs responses to password disclosure, and requires passwords to be changed on a regular basis and default passwords to be altered. Personalized user IDs are assigned for authentication. All passwords must fulfill defined minimum requirements and are stored in encrypted form. In the case of domain passwords, the system forces a password change every six months in compliance with the requirements for complex passwords. Each computer has a password-protected screensaver.
      · The company network is protected from the public network by firewalls.
      · Clarabridge uses up–to-date antivirus software at access points to the company network (for e-mail accounts), as well as on all file servers and all workstations.
      · Security patch management is implemented to provide regular and periodic deployment of relevant
      · security updates. Full remote access to Clarabridge’s corporate network and critical infrastructure is protected by strong authentication.
    3. Data Access Control. Persons entitled to use data processing systems gain access only to the Personal Data that they have a right to access, and Personal Data must not be read, copied, modified or removed without authorization in the course of processing, use and storage.
      Measures:
      · As part of the Clarabridge’s Security Policy, Personal Data requires at least the same protection level as “confidential” information according to the Clarabridge Information Classification standard.
      · Access to Personal Data is granted on a need-to-know basis. Personnel have access to the information that they require in order to fulfill their duty. Clarabridge uses authorization concepts that document grant processes and assigned roles per account (user ID). All Customer Data is protected in accordance with the Clarabridge’s Security Policy.
      · All production servers are operated in the Data Centers or in secure server rooms. Security measures that protect applications processing Personal Data are regularly checked. To this end, Clarabridge conducts internal and external security checks and penetration tests on its IT systems.
      · An Clarabridge security standard governs how data and data carriers are deleted or destroyed once they are no longer required.
    4. Data Transmission Control. Except as necessary for the provision of the Subscription Services in accordance with the Agreement, Personal Data must not be read, copied, modified or removed without authorization during transfer. Where data carriers are physically transported, adequate measures are implemented at Clarabridge to provide the agreed-upon service levels (for example, lead-lined containers).
      Measures:
      · Personal Data in transfer over Clarabridge internal networks is protected according to Clarabridge’s Security Policy.
      · When data is transferred between Clarabridge and its customers, the protection measures for the transferred Personal Data are mutually agreed upon and made part of the relevant agreement. This applies to both physical and network based data transfer. In any case, the Customer assumes responsibility for any data transfer once it is outside of Clarabridge -controlled systems (e.g. data being transmitted outside the firewall of the Clarabridge’s Data Center).
    5. Data Input Control. It will be possible to retrospectively examine and establish whether and by whom Personal Data have been entered, modified or removed from Clarabridge data processing systems.
      Measures:
      · Clarabridge only allows authorized personnel to access Personal Data as required in the course of their duty.
      · Clarabridge has implemented a logging system for input, modification and deletion, or blocking of Personal Data by Clarabridge or its subprocessors within the Subscription Services to the extent technically possible.
    6. Job Control. Personal Data being processed on commission (i.e., Personal Data processed on a customer’s behalf) is processed solely in accordance with the Agreement and related instructions of the customer.
      Measures:
      · Clarabridge uses controls and processes to monitor compliance with contracts between Clarabridge and its customers, subprocessors or other service providers.
      · As part of the Clarabridge’s Security Policy, Personal Data requires at least the same protection level as “confidential” information according to the Clarabridge’s Information Classification standard.
      · All Clarabridge employees and contractual subprocessors or other service providers are contractually bound to respect the confidentiality of all sensitive information including trade secrets of Clarabridge customers and partners.
    7. Availability Control. Personal Data will be protected against accidental or unauthorized destruction or loss.
      Measures:
      · Clarabridge employs regular backup processes to provide restoration of business-critical systems as and when necessary.
      · Clarabridge uses uninterrupted power supplies (for example: UPS, batteries, generators, etc.) to protect power availability to the Data Centers.
      · Clarabridge has defined business contingency plans for business-critical processes and may offer disaster recovery strategies for business critical Services as further set out in the Documentation or incorporated into the Order Form for the relevant Subscription Services.
      · Emergency processes and systems are regularly tested.
    8. Data Separation Control.
      Measures:
      · Clarabridge uses the technical capabilities of the deployed software (for example: multi- tenancy, system landscapes) to achieve data separation among Personal Data originating from multiple customers.
      · Customer (including its Controllers) has access only to its own data.
    9. Data Integrity Control. Personal Data will remain intact, complete and current during processing activities.
      Measures:
      Clarabridge has implemented a multi-layered defense strategy as a protection against unauthorized modifications.
      In particular, Clarabridge uses the following to implement the control and measure sections described above:
      · Firewalls;
      · Security Monitoring Center;
      · Antivirus software;
      · Backup and recovery;
      · External and internal penetration testing;
      · Regular external audits to prove security measures.

Schedule 3 Approved Subprocessors

1. Data Centers (where Personal Data is processed and stored)

Clarabridge Engage Product:

Country Company Location
Belgium Unix Solutions BVBA Hoge Wei 37A, B-1930 Zaventem
Belgium Unix Solutions BVBA Grauwmeer 16, 3001 Leuven (Haasrode)
European Union Amazon Web Services
Region: EU Ireland
Amazon AWS’s data center location by region information is available at their website.
European Union Google LLC
Google Compute EngineRegion: europe-west1-b
Google Compute Engine’s data center location information is available from their website.
United States IBM Cloud 907 Security Row

Richardson, TX 75081

United States IBM Cloud 1210 Integrity Drive
Richardson, TX 75081
United States Amazon Web Services
Region: US Standard
Amazon AWS’s data center location by region information is available at their website.

Clarabridge Intelligence Platform Product:

Country Company Location
United States IBM Cloud 900 Quality Way & 907 Security Row

Richardson, Texas 75081

United States IBM Cloud 4849 Alpha Road
Dallas, Texas 75244
United States IBM Cloud 6431 Longhorn Dr.
Irving, Texas 75063
United States IBM Cloud 410E Data Hall- Row 4060 – 1649 W. Frankford Rd., Carrollton, TX 75007 – USA
United States IBM Cloud 44610 Guilford Drive, Suites 4 & 7
Ashburn, Virginia 20147
European Union IBM Cloud Weismüllerstr 40

Frankfurt am Main, Germany 60314

European Union IBM Cloud Eschborner Landstraße 100
Frankfurt am Main, 60489
Canada IBM Cloud SoftLayer Technologies Canada Corporation
300 Bartor Road
North York, ON M9M 3A8
Canada
Canada IBM Cloud SoftLayer Technologies Canada Corporation
1 Century Place
Vaughan, ON L4L 8R2
Canada
United States Amazon Web Services
Region: US East 1 (Ohio)
Amazon AWS’s data center location by region information is available on their website.
United States Amazon Web Services
Region: US-Central
Amazon AWS’s data center location by region information is available on their website.
United States Amazon Web Services
Region: US East 2 (Northern Virginia)
Amazon AWS’s data center location by region information is available on their website.
Canada Amazon Web Services
Region: Canada-Central
Amazon AWS’s data center location by region information is available on their website.
European Union Amazon Web Services
European Region: Frankfurt
Amazon AWS’s data center location by region information is available on their website.

Customer Service Centers and Operations Centers for all products (where processing commands may originate and where Personal Data may be accessed and displayed on representative’s computer screens for customer service purposes)

Country Company Address
Belgium Engagor NV

a Clarabridge Co.

Grauwpoort 1
9000 Ghent, Belgium
United States Qualtric, LLC 333 W. River Park Drive, Provo, UT 84604
United States Clarabridge, Inc. 11400 Commerce Park Dr., Suite 500,

Reston, VA 20191

United Kingdom Clarabridge UK Ltd.

 

95 Aldwych, 6th Floor
London WC2B 4JF
United Kingdom
India InfoCepts, LLC

 

11/1 I.T. Park, Parsodi,
Nagpur, India 440022
Ukraine, Georgia, Uzbekistan, Lithuania EPAM Systems, Inc.

*only applicable to CXA product line

United States Qualtrics, LLC 333 W. River Park Drive, Provo, UT 84604


Clarabridge may update the list of subprocessors in accordance with the DPA.