2024-271-E-Risk Mgr-ClearRisk-Incident management system

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-4 - 3.5 Professional Services. If agreed to in a Statement of Work, ClearRisk, or its authorized services partner, will provide Professional Services on a time and materials basis for the Professional Services Fees set forth in Schedule A and in accordance with the terms and conditions in the applicable Statement of Work. The initial Statement of Work for implementation of the ClearRisk Service is attached hereto as Schedule B. 4.Client Data and Personal Information 4.1 Ownership. As between ClearRisk and Client, Client exclusively owns all rights, title and interest in and to all Client Data. ClearRisk does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Client Data. 4.2 Technical and Organizational Safeguards . In connection with the provision of the ClearRisk Service, ClearRisk will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by ClearRisk personnel except (a) to provide the ClearRisk Service and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 9.4 below and upon identification of lawful authority, or (c) as expressly permitted in writing by Client. ClearRisk shall not access Client Data except to provide the ClearRisk Service and prevent or address service or technical problems, or at Client’s request in connection with customer support matters. 4.3 Client Data and Portability. Upon request by Client made during the Term or within thirty (30) days after the effective date of termination of this Agreement, Clear Risk will make the Client Data available to Client for export or download as provided in the Documentation. After such 30-day period, Clear Risk will have no obligation to maintain or provide any Client Data, and will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control as provided in th e Documentation, unless legally prohibited. 4.4 Personal Information. To the extent that Client Data includes Personal Information: (a)ClearRisk’s Processing of Personal Information. ClearRisk shall secure Personal Information with all necessary safeguards appropriate to the level of sensitivity of the Personal Information. ClearRisk shall only Process Personal Information in accordance Data Protection Laws and only for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Client’s Users or customers in their use of the ClearRisk Service; and (iii) Processing to comply with other documented r easonable instructions provided by Client where such instructions are consistent with the terms of the Agreement. (b)California Consumer Privacy Act (“CCPA”). ClearRisk is a “Service Provider” as such term is defined under §1798.140(v) of the CCPA. As such ClearRisk shall not retain, use or disclose any Personal Information received from the Client during the Term for any purpose other than the specific purpose of providing the ClearRisk Service and other related services specified in this Agreement or for such other business purpose as is specified in this Agreement. (c)ClearRisk Personnel. ClearRisk shall ensure that its personnel engaged in the Processing of Personal Information are informed of the confidential nature of the Personal Information and have received appropriate training on their responsibilities and ClearRisk shall take commercially reasonable steps to ensure the reliability of any ClearRisk personnel engaged in the Processing of Personal Information. (d)Client’s Obligations. Client’s instructions to ClearRisk for the Processing of Personal Information shall comply with Data Protection Laws. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Information and the means by which Client acquired Personal Information. Client hereby represents and warrants to, and covenants with ClearRisk that Client Data will only contain Personal Information in respect of which Client has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5