Terms & Condition of use

View the previous version of the terms & conditions

Last update: 18/02/2024

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE: PLEASE READ IT CAREFULLY. YOU AGREE THAT DISPUTES BETWEEN YOU AND RIOT SECURITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCESS DESCRIBED IN SECTION 19 BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 19.

Introduction

The website www.tryriot.com (hereinafter the “Website”) published by the company Riot Security, Inc. (hereinafter “Riot Security,” “we” or “us”), 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”) (together the "Services").

These Terms & Conditions (hereinafter the “Terms”) apply to all companies wanting to be provided with the Cybersecurity Services offered by Riot Security (hereinafter “you” or the “Customer(s)”). BY CLICKING “I ACCEPT”, “I AGREE” OR SIMILAR, OR BY ACCESSING OR USING ANY OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. You can review the most current version of these Terms at any time at https://tryriot.com/terms.

Riot Security and the Customer are hereinafter also designated each as the “Party” or together as the “Parties”.

These Terms govern your subscription to and use of the Services, and the subscription you purchase through the order form submitted by you (the "Order Form").

Your agreement with us includes these Terms and the Order Form (hereinafter the “Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound by them. If any term of the Order Form conflicts with these Terms, then these Terms will control.

1. Purchases

If you wish to purchase any product or service made available through the Riot Solution and the Cybersecurity Services (“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 may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right and consent for us to provide the information to these third parties as set forth in our Privacy Policy. Riot Security uses the payment solution of the payment provider, Stripe, and you agree to be bound by its terms and conditions by proceeding to pay for any Services.

Riot Security's acceptance and fulfilment of orders is subject to:

• Riot Security’s sole discretion which it can grant or withhold for any reason;
• the lack of circumstances that would justify the rejection of the orders, such as the unavailability of the product or service, errors in the description or price of the product or service or other errors affecting the order;
• the lack of reasonable suspicion or finding of fraud or unauthorised or illegal transaction.

2. Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Riot Solution and the Cybersecurity Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules. If the rules for a Promotion conflict with the Agreements, Promotion rules will apply.

3. Subscriptions

Some Cybersecurity Services 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 and which is specified on the Website or in the Order Form.

At the end of each Billing Cycle, your Subscription will automatically renew for a subsequent period of time of the same duration as the subscription plan you selected, unless you cancel it or Riot Security cancels it prior to such renewal. You may cancel your Subscription renewal either through your online account management page or by contacting Riot Security customer support team. Cancelling a Subscription only prevents future Billing Cycles and does not stop or refund any current Billing Cycle.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Riot Security 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 authorize Riot Security to charge all Subscription fees incurred through your account to any such payment instruments. The Customer will retain access to its Customer account until the end of the current Subscription period.

Should payment fail to occur for any reason, Riot Security will issue an electronic invoice indicating that you must promptly pay, within a certain deadline date, the full payment corresponding to the billing period as indicated on the invoice.

4. Payment Terms

Except for online payments for Subscriptions by your payment instruments previously submitted to us, which will be collected immediately, all payments shall be made within thirty (30) days of receipt of the applicable invoice.

The Customer shall pay any taxes (VAT or otherwise) applicable to the Services (the "Taxes") which will be collected along with online payments or will be set out in the invoices issued by Riot Security.

Any outstanding amount not paid by the applicable due date will incur (i) late payment penalties at an interest rate equal to the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and (ii) a flat-rate indemnity for collection costs of forty (40) euros per invoice, payable on the day following the date of payment.

5. Fee Changes

Riot Security 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 will provide you with prior notice of changes to Subscription fees though the Website or any other method we have to communicate with you. You may cancel the renewal of your Subscription before such change becomes effective if you do not agree to such fee change.

Your continued use of the Riot Solution and Cybersecurity Services after the new Billing Cycle comes into effect constitutes your agreement to pay the modified Subscription fee amount.

6. Content

Content found on or through the Riot Solution and the Cybersecurity Services are the property of Riot Security. Except for the use of the Riot Solution and the Cybersecurity Services in accordance with the provisions of the Terms, 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 Riot Solution and the Cybersecurity Services. At times, the Services may allow you to input or share data (“Your Content”) on or through the Services, such as by customizing phishing emails.

You represent, warrant, and agree that Your Content does not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal, intellectual property rights or other proprietary rights, breach or conflict with any obligation, such as a confidentiality obligation, or contain libelous, defamatory, or otherwise unlawful material.

You acknowledge, represent and agree that Your Content is submitted voluntarily and is not confidential or proprietary. You hereby grant Riot Security and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of Your Content, except as otherwise prohibited by applicable law or these Terms. You waive any right to compensation of any type for Your Content. You represent and warrant that you have all the rights necessary to grant the rights set forth here and that use of Your Content by Riot Security does not violate any law.

Riot Security may, but is not obligated to, review Your Content and may delete or remove Your Content (without notice) from any of the Services in its sole discretion. Removal of any of Your Content from the Services (by you or us) does not impact any rights you granted in Your Content under the terms you grant herein. However, we do not undertake to review all material before it is submitted via the Services and cannot ensure prompt removal of objectionable material after it has been submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

7. SaaS - Prohibited Uses

Access to the Riot Solution and Cybersecurity Services is provided to the Customer in the form of an application accessible remotely as a service, through the Website. The Riot Solution is not installed on an internal server or workstation of the Customer.

During the term of the Agreements, Riot Security will use commercially reasonable efforts to make the Riot Solution available to the Customer on a non-exclusive and non-transferable basis, subject to circumstances beyond its control that interrupt the Services, of which Riot Security will provide reasonable notice of such circumstances to Customer and use its commercially reasonable efforts to restore access to the Riot Solution.

Under the Terms, the Customer therefore has a right of access to the Riot Solution as part of its Subscription, but Riot Security does not grant the Customer any license to the Riot Solution or, more generally, to any software. In any event, the Customer shall not reverse engineer or perform any similar process on the Riot Solution or any software or other product provided by Riot Security or accessible on the Website.

Access to the service constituted by the Riot Solution hosted on the Website includes the use of the functionalities of the Cybersecurity Services provided to the Customer in the context of and subject to compliance with the Terms.

The Customer benefits from regular updates of the Riot Solution which are included in the Subscriptions as soon as they are made available on the Website.

The Customer may use the Riot Solution and the Cybersecurity Services only for lawful purposes and in accordance with these Terms and it shall not use the Riot Solution and the Cybersecurity Services:

• 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 Riot Security, a Riot Security’s 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 the Riot Solution and the Cybersecurity Services, or which is likely to harm or offend Riot Security or Users of the Riot Solution and Cybersecurity Services or expose them to liability.

Additionally, you agree not to:

• Use the Riot Solution and the Cybersecurity Services in any manner that could disable, overburden, damage, or impair the Riot Solution and the Cybersecurity Services or interfere with any other party’s use of the Riot Solution and the Cybersecurity Services, including their ability to engage in real time activities through the Riot Solution and the Cybersecurity Services.
• Use any robot, spider, or other automatic device, process, or means to access the Riot Solution and the Cybersecurity Services for any purpose, including monitoring or copying any of the material on the Riot Solution and the Cybersecurity Services.
• Use any manual process to monitor or copy any of the material on the Riot Solution and the Cybersecurity Services or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Riot Solution and the Cybersecurity Services.
• 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 the Riot Solution and the Cybersecurity Services, the server on which the Riot Solution is stored, or any server, computer, or database connected to the Riot Solution.
• Attack the Riot Solution and the Cybersecurity Services via a denial-of-service attack or a distributed denial-of-service attack.
• Take any action that may damage or falsify Riot Security rating.
• Otherwise attempt to interfere with the proper working of the Riot Solution and the Cybersecurity Services.

8. No Use By Minors

The Riot Solution and the Cybersecurity Services are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Riot Solution and the Cybersecurity Services, 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 these Terms and abide by all of the terms and conditions of these Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Riot Solution and Cybersecurity Services. In the event of the need for access to or use of the Riot Solution by a minor less that eighteen (18) years old in the course of an internship or similar function with the Customer, such access or use may only be carried out under the supervision and responsibility of an authorised member of the Customer's staff who is at least eighteen (18) years old, it being understood that the Customer shall be solely responsible as data controller for compliance with the data protection obligations applicable to digital minors.

9. Accounts

You can access our Services by logging on to the Riot Solution with your email address and a Magic Link or a SSO service. Registration automatically opens an administrator account in your name.

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. You agree to promptly correct any inaccurate, incomplete or obsolete information upon request by Riot Security, failing which Riot Security shall be entitled to terminate your Subscription and your access to the Riot Solution with immediate effect.

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 the Riot Solution 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.

Failure to comply with the terms and conditions of account opening and operation may result in denial of access to the Riot Solution and Cybersecurity Services, account closure, deletion or modification of account content, or cancellation of orders.

Once your account is created, you may create access for your employees ("Users"), up to the number specified in the Order Form. Any request to open additional User accounts will require a new Order Form issued by Riot Security.

You are solely responsible for setting up access for Users and for their personal use of the Riot Solution.

10. Personal Data Protection

Riot Security and the Customer will comply with the obligations directly applicable to their processing of personal data, which may include the Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR),, as well as any other applicable state, national, and international laws and regulations that may be added to or subsequently replaced by it (hereinafter “Personal Data Regulation“), that apply to them, in their respective capacity as:

• Independent data controllers or businesses for Riot Security and the Customer regarding personal data processing of their respective business contacts, in order to manage their commercial relationship with each other;
• Data controller and business for the Customer regarding the personal data processing of its employees implemented for the Cybersecurity Services provision, to the extent that the Customer determines the purposes and means of processing;
• Data processor and service provider for Riot Security regarding the personal data processing of the Customer’s employees implemented for the Cybersecurity Services provision, to the extent that the Customer determines the purposes and means of processing. In its capacity as a data processor and service provider, Riot Security shall only act on behalf of the Customer and under its documented instructions, which include the provision of the Riot Solution and the Cybersecurity Services in accordance with these Terms. In its capacity as service provider under the CCPA, Riot Security shall not, except as otherwise permitted by applicable law: sell or share (as defined in the CCPA or other similar applicable laws) any personal information collected pursuant to the Terms; retain, use, or disclose such personal information for any purpose or commercial purpose other than for the specific purpose of providing the Services under these Terms; retain, use, or disclose personal information outside of the direct business relationship between Riot Security and the Customer; combine personal information received from or on behalf of the Customer with personal information that it receives from, or on behalf of, another person, or collects from its own interaction with a data subject. Riot Security will, in performing the Services, provide same level of privacy protection as required of businesses by the CCPA. The Customer may take reasonable and appropriate steps to help ensure that Riot Security uses personal information collected pursuant to the Terms in a manner consistent with the Customer’s obligations under applicable Personal Data Regulation. The Customer may, upon prior written notice, take reasonable and appropriate steps to stop and remediate Riot Security’s unauthorized use of personal information. Riot Security will notify the Customer after it makes a determination that it can no longer meet its obligations under the applicable Personal Data Regulation. The Customer must inform Riot Security of any data subject request made pursuant to the applicable Personal Data Regulation that Riot Security must comply with and provide the information necessary for Riot Security to comply with the request.

As data processor under the GDPR, Riot Security processes personal data of the Customer’s employees in accordance with the appendixes 1, 2 and 3 of these Terms.

If the Customer is established within the European Union/European Economic Area, any personal data transfer from the Customer – acting as independent data controller – to Riot Security – acting as data processor – is also governed by the appendix 4 of these Terms.

11. Intellectual Property

The Riot Solution and its original content (excluding Your Content), 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 various laws of the United States and other countries. Apart from the use of the Riot Solution in strict compliance with these Terms, our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Riot Security.

12. Error Reporting and Feedback

You may provide us either directly, at support@tryriot.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.

13. Links To Other Web Sites

Where the Riot Solution contains links to third party websites or services that are not owned or controlled by Riot Security, you acknowledge that, while Riot Security exercises care in dealing with such third parties, Riot Security is not responsible in any way for the content, advertising, products and services, privacy policies or practices of any third party website or service, and does not warrant the offerings of such entities/individuals or their websites.

You acknowledge and agree that Riot Security is not 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 websites or services.

You must read the terms and privacy policies of any third party websites or services that you visit or use.

14. Riot Security’s Obligations

Riot Security undertakes to provide the Riot Solution and the Cybersecurity Services with all the care reasonably expected of a diligent professional.

Riot Security undertakes to the Customer that the Riot Solution and the Cybersecurity Services comply with the law and that their general characteristics, including the quality of the service provided, correspond reasonably to the description given on the Website.

Riot Security will use its reasonable endeavors in the context of carrying out the evolutionary and corrective maintenance of the Riot Solution. Riot Security undertakes to inform the Customer as soon as possible in the event that maintenance operations are necessary and disrupt the operation of the Riot Solution and Cybersecurity Services, and to make its reasonable endeavors to reduce or end the disruption concerned as quickly as possible.

15. Warranty Restrictions

The Riot Solution and the Cybersecurity Services are provided by Riot Security on an “as is” and “as available” basis. Except for representations and warranties set forth in these Terms, Riot Security disclaims all representations or warranties, express or implied, statutory or resulting from any contractual document, relating to merchantability, non-infringement, constant availability, absence of errors or bugs and their immediate correction, the operation of telecommunication networks, absence of circumstances outside the control of Riot Security preventing or affecting the use of the Riot Solution and Cybersecurity Services, and fitness for any particular purpose. You acknowledge that your use of the Riot Solution and Cybersecurity Services, their content and any services or materials obtained from us is at your own risk and is your responsibility.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

16. Limitation Of Liability

Neither Party shall be liable to the other Party for any indirect, incidental or consequential damages or losses. By express agreement between the Parties, any financial or commercial damage, loss, loss of turnover, profit, data, orders or clientele, as well as any action directed against customers and/or the other Party by a third party shall be considered as indirect damage. Punitive damages are in any case expressly excluded.

The total liability of Riot Security for any loss, damage, cost or expense arising from any claim in connection with the Riot Security Solution, the Cybersecurity Services or the Terms shall in no circumstances exceed the total annual amount paid to Riot Security by the Customer.

To be admissible, any claim must be addressed to the other Party by registered letter with acknowledgement of receipt or by courier service within a maximum period of thirty (30) calendar days following the occurrence of the loss/damage.

These disclaimers constitute an essential element of the Parties' undertaking hereunder.

17. Force Majeure

No Party shall be liable for failure to perform or delay in performing an obligation under the Terms if such failure or delay is the direct result of an event that has the characteristics of force majeure (the "Force Majeure"). By express agreement between the Parties, cases of Force Majeure include fire, flood, explosion, war, civil war, acts of terrorism, riots, embargoes, epidemics or pandemics, computer attacks and viruses, malfunction of communications and/or computer networks, requirement of government, administration, civil or military authority, fait du prince, acts or omissions of carriers and other similar causes beyond the control of the Party invoking it.

If such a situation occurs, the Party delayed or unable to perform its obligations shall promptly notify the other Party and use its best efforts, to the extent possible, to reduce or eliminate the effects of the Force Majeure. If the Force Majeure prevents the affected Party from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations not affected by the Force Majeure and for its payment obligations. If the Force Majeure persists at the end of a period of thirty (30) days and if the Parties have not agreed on terms and conditions allowing them to continue their relations under the Terms, the Party affected by a delay or the inability of the other Party to perform its obligations may terminate the Terms.

18. Termination

In the event of a material breach by a Party of any of its obligations under the Terms, the Party claiming breach may refuse to perform or suspend the performance of its own obligations and send a written notice to the breaching Party referring to this clause, requesting it to remedy such breach within a period of thirty (30) days and expressly mentioning that in the event that the breaching Party fails to comply with its obligation, the Party claiming breach shall be entitled to terminate the Customer account and the Subscription.

If the breaching Party does not remedy or terminate the said breach of contract within thirty (30) days of receipt by it of the aforementioned written notice, the Party claiming breach may, in addition to any other remedy or reimbursement it may have under the Terms or by law, terminate the Customer account and the Subscription with immediate effect by notifying the breaching Party of the reasons therefor.

Riot Security may also terminate the Customer account and the Subscription, and bar access to the Riot Solution and the Cybersecurity Services immediately, in the event of breach by the Customer, such as fraud or security breach of Riot Security's systems that endangers the integrity of the Riot Solution and/or the services provided to other customers.

If you wish to terminate your Customer account according to the Terms, you may simply notify us at the following email address: help@tryriot.com.

All provisions of these Terms which by their nature are intended to survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Permanent cancellation or suspension of services by Riot Security for reasons not attributable to misuse of the Riot Solution and the Cybersecurity Services, a breach of its obligations under the Terms by the Customer or a Force Majeure event may result in a refund of the price paid, prorated for the remaining period of service in the case of a permanent cancellation or for the suspension period as Riot Solution’s sole obligation and your exclusive remedy for such cancellation or suspension.

19. Arbitration

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.

19.1 Agreement to Arbitrate

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other Intellectual Property Rights (the action described in clause (ii) is an “IP Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-Out Notice”) by email at legal@tryriot.com or by regular mail to 2035 Sunset Lake Road, Suite B-2, Newark, DE 19702 US within 30 days following the date you first accept these Terms, if you have not registered for an account, then within 30 days following the date you first use our Services.

If you do not provide us with an Arbitration Opt-Out Notice within the 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute, except as expressly set forth in (i) and (ii) above.

The exclusive jurisdiction and venue of any IP Action or, if you timely provide us with an Arbitration Opt-Out Notice, will be the state and federal courts located in the state of Delaware, and each of the parties to these Terms waives any objection to jurisdiction and venue in those courts.

If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the state of Delaware. All other claims will be arbitrated. This “Dispute Resolution” section will survive any termination of these Terms.

Nothing contained in this arbitration provision shall affect any rights our Customers have pursuant to a Customer Agreement.

19.2 Jury and Class Action Waiver

Unless you timely provide us with an Arbitration Opt-Out Notice, you acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree with us in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

19.3 Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Procedures and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution section. (The AAA Rules are available at https://adr.org/rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

19.4 Arbitration Process

A party who desires to begin arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will either be a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

19.5 Arbitration Location and Procedure

Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If you claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

19.6 Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings on which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with competent jurisdiction. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

19.7 Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

20. 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. 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 Clients and Users. In the event that the changes made by Riot Security have a very significant impact on their essential functionalities or security features, Riot Security undertakes to inform the Customer promptly, though the Website or any other communication channel, and to communicate to it terms of termination of its Subscription adapted to the circumstances.

21. Amendments To These Terms

Riot Security may amend these Terms at any time. Customer will be notified and the revised Terms will become effective at the end of the then-current Billing Cycle.

Continued use of the Riot Solution and the Cybersecurity Services following your Subscription renewal means that you accept and agree to the changes. 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.

It is expressly agreed and accepted by the Customer that it will no longer be allowed to use the Riot Solution and the Cybersecurity Services in case of non-acceptance of the Terms.

22. Waiver

No waiver or inaction, whether express or implied, by Riot Security in respect of any breach by the Customer of its obligations shall be construed or considered as constituting agreement or acceptance of such breach and of any other breach of the same or any other kind. No waiver or failure by Riot Security to exercise any of its rights shall constitute a waiver of any subsequent right or be deemed to affect the validity of these Terms.

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.

23. Entirety

The Terms constitute the entire and definitive expression of the will of the Parties with respect to the subject matter hereof and supersede all prior agreements or contracts, whether oral or written, between the Parties. No oral explanation or information given by either Party shall affect the meaning and interpretation of the Terms.

24. Severability

In the event that any or all of the provisions of these Terms are held to be unenforceable, invalid or illegal for any reason, such provision shall be enforced to the maximum extent possible or permissible and these Terms shall be amended, to the extent possible, so as to give maximum effect to the original purpose and economic consequences for the Parties, and the remaining provisions of these Terms shall remain in full force and effect.

25. Headings

The headings in the Terms are used for reference purposes only. In no event shall the contents of the articles and the intention of the Parties be construed by reference to such headings.

26. Acknowledgement

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.

27. Electronic Signature

Electronic Notice and Electronic Signature: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). Riot Security may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You should maintain copies of all Communications. You may contact us through email at help@tryriot.com. if you have any questions regarding any Communication. You further consent and agree that your use your finger, a key pad, mouse or other device to select an item, button, icon or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.

28. Relationship

The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Riot Security as a result of these Terms or from your use of any of the Services. You may not enter into any contract on our behalf or bind us in any way.

29. Assignment

Riot Security may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, to access or use Services or its Content, and any attempt by you to do so is void.

Contact Us

Please send your feedback, comments, requests for technical support by email: support@tryriot.com

Appendix 1 – Personal Data Protection

1. DEFINITIONS

• 1.1 Under these Terms, 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.
• 1.2 In addition:
• (i) “Subprocessor” means any third party that Riot Security may engage in accordance with these Terms.
• (ii) “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.

2. DATA CONTROLLER OBLIGATIONS

• 2.1 As data controller, the Client have sole responsibility for:
• (i) The accuracy, quality and lawfulness of personal data provided to Riot Security and the means by which the Client obtained such personal data;
• (ii) Providing information to the data subjects about the personal data processing operated by Riot Security and its Subprocessors in accordance with the Personal Data Regulation.
• (iii) where applicable, obtaining any relevant authorization where required by the applicable regulation.

3. COMPLIANCE WITH DOCUMENTED INSTRUCTIONS

• 3.1 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.
• 3.2 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.

4. SECURITY AND CONFIDENTIALITY MEASURES

• 4.1 Riot Security shall implement the technical and organizational security measures described in the appendix 3 of these Terms, to ensure the personal data protection.
• 4.2 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.
• 4.3 Riot Security shall not disclose the personal data to unauthorized third parties.
• 4.4 Riot Security shall limit the access to personal data to employees for whom the access to said data is necessary to fulfill Riot Security’s obligations under these Terms.

5. ASSISTANCE OBLIGATION

• 5.1 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).
• 5.2 As far as possible, Riot Security shall assist the Client to:
• (i) respond to requests from data subjects exercising their rights in accordance with the Personal Data Regulation;(ii) inform the data subjects about the processing of their personal data;(iii) obtain a valid consent from data subjects when required.

6. AUDIT

• 6.1 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.
• 6.2 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.
• 6.3 Riot Security cooperates with the Client in conducting the audit and shall provide such assistance as the Client requires while conducting the audit.

7. PERSONAL DATA BREACH

• 7.1 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.
• 7.2 Such notification shall contain the following information regarding the personal data breach:
• (i) 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;(ii) The likely consequences of the personal data breach, and(iii) 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.
• 7.3 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.

8. SUBPROCESSORS

• 8.1 The Client authorizes Riot Security to engage Subprocessors for the Cybersecurity provisions. Riot Security provides an up-to-date list of Subprocessors that is available online at the address https://tryriot.com/subprocessors. 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 twenty (20) days before the addition or replacement. The Client can subscribe to notifications of any intended changes concerning the addition or replacement of a Sub-processor. Riot Security only sends notifications of any intended changes of a Sub-processor to Clients who subscribed to receive these notifications, at the email address legal@tyriot.com. The Client may reasonably and in a duly substantiated manner within fifteen (15) days after receipt of notice object to the use of a Subprocessor.
• 8.2 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.
• 8.3 Riot Security shall remain fully liable to the Client for the performance of the Subprocessor obligations under this appendix.

9. PERSONAL DATA TRANSFERS TO THIRD PARTY COUNTRIES

• 9.1 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.
• 9.2 Riot Security also warrants that its Subprocessors are bound by similar obligations to transfer personal data to Third party countries.

10. END OF THE PERSONAL DATA PROCESSING

10.1 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

Appendix 3 – Security Measures Description

Security measures are described in a dedicated page.

Appendix 4 – Standard Contractual Clauses

(Transfer Data Controller to Data Processor)

SECTION I

Clause 1

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.

Clause 2

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.

Clause 3

Third-party beneficiaries

• (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.

Clause 4

Interpretation

• (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.

Clause 5

Hierarchy

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.

Clause 6

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

Clause 8

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.

8.1 Instructions

• (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.

8.3 Transparency

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.

8.4 Accuracy

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.

Clause 9

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 twenty (20) 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.

Clause 10

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.

Clause 11

Redress

• (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.

Clause 12

Liability

• (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.

Clause 13

Supervision

• (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

Clause 14

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.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

• (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

Clause 16

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.

Clause 17

Governing law

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.

Clause 18

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.

ANNEX I

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.

ANNEX II

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.

ANNEX III

LIST OF SUB-PROCESSORS

Available upon request from the Client.