The website www.tryriot.com (hereinafter the “Website”) published by the company Riot Security, Inc. (hereinafter “Riot Security” or “we”), provides access to the Riot Solution (hereinafter the “Riot Solution”) for companies in order to train employees and raise their awareness about cybersecurity risks (hereinafter “Cybersecurity Services”).
These Terms & Conditions (hereinafter the “Terms”) apply to all companies wanting to be provided with the Cybersecurity Services offered by Riot Security.
These Terms govern your subscription to the Cybersecurity Services and your use of the Riot Solution.
If you do not agree with (or cannot comply with) our Agreements, then you may not subscribe to the Cybersecurity Services and not use the Cybersecurity Services, but please let us know by emailing at firstname.lastname@example.org so we can try to find a solution.
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by notifying us at email@example.com.
If you wish to purchase any product or service made available through our Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card and your billing address.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.
Cancellation or suspension of services by Riot for reasons not attributable to misuse of the Service will result in a refund of the price paid, prorated for the remaining period of service.
Some parts of our Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Riot Security, Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Riot Security, Inc. customer support team.
A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide Riot Security, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Riot Security, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Riot Security, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Riot Security, Inc., in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Riot Security, Inc. will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
We issue refunds for Contracts within fourteen (14) days of the original purchase of the Contract.
Content found on or through this Service are the property of Riot Security, Inc. or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Content includes, but is not limited to, phishing email templates or courses provided by the Service.
You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:
• In any way that violates any applicable national or international law or regulation.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
• To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
• In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.
Additionally, you agree not to:
• Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.
• Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.
• Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of Service.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.
• Attack Service via a denial-of-service attack or a distributed denial-of-service attack.
• Take any action that may damage or falsify Company rating.•
Otherwise attempt to interfere with the proper working of Service.
No Use By Minors
Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
The Riot Solution and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Riot Security and its licensors. The Riot Solution is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Riot Security.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Riot Solution infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to firstname.lastname@example.org, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Riot Solution on your copyright.
DMCA Notice and Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• identification of the URL or other specific location on the Riot Solution where the material that you claim is infringing is located;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email.
Error Reporting and Feedback
You may provide us either directly at email@example.com or via third party sites (like Intercom) and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the Riot Solution and the Cybersecurity Services (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Riot Security may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Riot Security is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant the Riot Security and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
Links To Other Web Sites
The Riot Solution and the Cybersecurity Services may contain links to third party web sites or services that are not owned or controlled by Riot Security.Riot Security has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT RIOT SECURITYSHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.WE STRONGLY ADVISE YOU TO READ THE TERMS AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
Disclaimer Of Warranty
THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES ARE PROVIDED BY RIOT SECURITY ON AN “AS IS” AND “AS AVAILABLE” BASIS. RIOT SECURITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER RIOT SECURITY NOR ANY PERSON ASSOCIATED WITH RIOT SECURITY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER RIOT SECURITY NOR ANYONE ASSOCIATED WITH RIOT SECURITY REPRESENTS OR WARRANTS THAT THE THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE RIOT SOLUTION AND THE CYBERSECURITY SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
RIOT SECURITY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation Of Liability
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THESE TERMS AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF RIOT SECURITY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF RIOT SECURITY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR CYBERSECURITY SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
We may terminate or suspend your account and bar access to the Rio Solution and the Cybersecurity Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.
If you wish to terminate your account, you may simply notify us at firstname.lastname@example.org.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
These Terms shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions.Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Riot Solution and the Cybersecurity Services and supersede and replace any prior agreements we might have had between us regarding the Riot Solution and the Cybersecurity Services.
Changes To The Riot Solution And The Cybersecurity Services
We reserve the right to withdraw or amend the Riot Solution and the Cybersecurity Services, and any service or material we provide via the Riot Solution and the Cybersecurity Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Riot Solution and the Cybersecurity Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Riot Solution and the Cybersecurity Services, or the entire Riot Solution and the Cybersecurity Services, to users, including registered users.
Amendments To These Terms
We may amend these Terms at any time by posting the amended Terms on the Website. It is your responsibility to review these Terms periodically.Your continued use of the Riot Solution and the Cybersecurity Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.By continuing to access or use the Riot Solution and the Cybersecurity Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Riot Solution and the Cybersecurity Services.
Waiver And Severability
No waiver by Riot Security of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Riot Security to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
BY USING THE RIOT SOLUTION AND THE CYBERSECURITY SERVICEs OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
Please send your feedback, comments, requests for technical support by email: email@example.com.
Appendix 1 – Personal Data Protection
Under these Termes, Riot Security and the Client agree that the terms “personal data”, “processing”, “data subject”, “technical and organizational measures”, “personal data breach”, “supervisory authority” and “third party”, whether employed in the singular or in the plural, shall have the meaning assigned to them in the Personal Data Regulation.
“Subprocessor” means any third party that Riot Security may engage in accordance with these Terms.
“Third party country” means any country, territory or specified sector within that country outside of the European Union (EU)/European Economic Area (EEA)/United Kingdom (UK) that is not recognized by the European Commission or any competent authority (including supervisory authority) as ensuring an adequate level of protection.
DATA CONTROLLER OBLIGATIONS
As data controller, the Client have sole responsibility for:
The accuracy, quality and lawfulness of personal data provided to Riot Security and the means by which the Client obtained such personal data.
Information the data subjects about the personal data processing operated by Riot Security and its Subprocessors in accordance with the Personal Data Regulation.
Where applicable, obtaining any relevant authorization where required by the applicable regulation.
COMPLIANCE WITH DOCUMENTED INSTRUCTIONS
Riot Security only processes the personal data under the documented instructions, including with regard to personal data transfer to a Third party country unless required to do so by a regulation to which Riot Security is subject. In such a case, Riot Security shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
If Riot Security considers an instruction from the Client to be in violation of the Personal Data Regulation or of these Terms (including its appendixes), Riot Security shall immediately inform the Client about this.
SECURITY AND CONFIDENTIALITY MEASURES
Riot Security shall implement the technical and organizational security measures described in the appendix 3 of these Terms, to ensure the personal data protection.
Riot Security shall keep personal data confidential. Riot Security must ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Riot Security shall not disclose the personal data to unauthorized third parties.
Riot Security shall limit the access to personal data to employees for whom the access to said data is necessary to fulfil Riot Security’s obligations under these Terms.
Upon request, Riot Security undertakes to make available to the Client any relevant information to enable the latter to comply with the obligations pursuant to Article 32 to 36 of the GDPR (security of processing – notification to the supervisory authority and communication to the data subject in case of personal data breach – data protection impact assessment – prior consultation with the supervisory authority).
As far as possible, Riot Security shall assist the Client to:
respond to requests from data subjects exercising their rights in accordance with the Personal Data Regulation;
inform the data subjects about the processing of their personal data;
obtain a valid consent from data subjects when required.
Upon request, Riot Security undertakes to make available to Client all information necessary to demonstrate compliance with the obligations laid down in the Article 28 of the GDPR.
The Client is entitled to carry out any audits and inspections it deems relevant regarding Riot Security’s compliance with its obligations under this appendix. The Client undertakes to notify the Client of any intended audit or inspection by providing a reasonable prior written notice at least fourteen (14) business days before the audit or the inspection.
Riot Security cooperates with the Client in conducting the audit and shall provide such assistance as the Client requires while conducting the audit.
PERSONAL DATA BREACH
In the event of a personal data breach, Riot Security shall notify the Client about it without undue delay and in any case within forty-eight (48) hours after becoming aware of it.
Such notification shall contain the following information regarding the personal data breach:
The nature of the personal data breach, stating the categories and (by approximation) the number of data subjects concerned, and stating the categories and (by approximation) the number of the personal data affected;
The likely consequences of the personal data breach, and A proposal for measures to be taken to address the personal data breach, including (where appropriate) measures to mitigate any possible adverse effects of such breach.
In no event shall Riot Security proceed to any notification of the breach to any supervisory authority or to the natural persons, without priorly informing the Client and obtaining the Client’s approval on the content of the notification.
The Client authorizes Riot Security to engage Subprocessors for the Cybersecurity provisions. Riot Security undertakes to notify the Client of any intended changes concerning the addition or replacement of a Sub-processor by providing a reasonable prior written notice fourteen (14) business days before the addition or replacement. The Client may reasonably and in a duly substantiated manner within seven (7) business days after receipt of notice object to the use of a Subprocessor.
It is the responsibility of Riot Security to ensure that the Subprocessor provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the Personal Data Regulation. Prior to the engagement of a Subprocessor, Riot Security shall enter into a written agreement with the Subprocessor, in which at least the similar data protection obligations as set out in this appendix shall be imposed on the Subprocessor.
Riot Security shall remain fully liable to the Client for the performance of the Subprocessor obligations under this appendix.
PERSONAL DATA TRANSFERS TO THIRD PARTY COUNTRIES
In the event of personal data transfer to a Third party country, the Riot Security shall implement appropriate safeguards as required by the Personal Data Regulation, in particular, ensuring that such transfer is covered by a decision of adequacy by the European Commission, or by entering into standard contractual clauses, or by being subject to binding corporate rules, as well as, where appropriate, an assessment of the impact and ability of the Third party country’s legislation to ensure the effectiveness of the data subjects’ rights.
Riot Security also warrants that its Subprocessors are bound by similar obligations to transfer personal data to Third party countries.
END OF THE PERSONAL DATA PROCESSING
At the termination of the commercial relationship, at the Client’s choice, Riot Security deletes or returns all the personal data, and undertakes to delete the existing copies or no longer using them for any reason whatsoever unless applicable law or requires storage of the personal data.
Appendix 2 – Personal Data Processing Description
Purpose of the processing
Provision of the Cybersecurity Services in accordance with these Terms
Types of personal data
Identification data (first name, last name, age, photography)Contact details (email address, telephone number)Professional data (company, position, seniority)Data related to the training and awareness about cybersecurity risks (training history, reactions to a phishing campaign, strength of the password, contact details (professional and personal) available on the web, assessment of the awareness level related to the cybersecurity risks Internet or other electronic network activity information (date and time of the connection, IP address, device type, browser type, operating system, viewed pages)
Categories of data subjects
Employees of the Client
Categories of data recipients
Riot Security and its duly authorized employeesService providers of Riot Security (hosting provider, IT service providers, IT solutions publishers, etc.)Administrative or judiciary authorities (exclusively in the case of an express and justified request or in case of an alleged violation of legal or regulatory provisions)Lawyers and all interested parties (exclusively in the case of the management of possible disputes and other legal matters where appropriate)
Data retention periods
Duration of the commercial relationship between Riot Security and the Client
Appendix 3 – Security Measures Description
Security measures are described in a dedicated page.
Appendix 4 – Standard Contractual Clauses
(Transfer Data Controller to Data Processor)
Purpose and scope
a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country.
b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Effect and invariability of the Clauses
a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
SECTION II – OBLIGATIONS OF THE PARTIES
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (4) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Use of sub-processors
a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least fourteen (14) business day in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Data subject rights
a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18.
d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Local laws and practices affecting compliance with the Clauses
a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; (ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12); (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Non-compliance with the Clauses and termination
a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law under which the data exporter is subject.
Choice of forum and jurisdiction
a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.b) The Parties agree that those shall be the courts of the country where the data exporter is established.c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.d) The Parties agree to submit themselves to the jurisdiction of such courts.
A. LIST OF PARTIES
Data exporter: the Client, as defined in the Terms.Data importer: Riot Security, as defined in the Terms.
B. DESCRIPTION OF TRANSFER
As described in the appendix 2 of the Terms.
C. COMPETENT SUPERVISORY AUTHORITY
The national data protection authority of the Client.
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
As listed in the appendix 3 of the Terms.
LIST OF SUB-PROCESSORS
Available upon request from the Client.