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

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-5 - Data Protection Laws, to enable ClearRisk to provide the ClearRisk Service, including with respect to the Processing of Personal Information, including by or to ClearRisk and to or from all applicable third parties. (e)Security Incident . Upon becoming aware of any unlawful access to any Personal Information, any unauthorized access to such facilities or equipment resulting in loss, disclosure or alteration of any Personal Information, or any actual loss of or suspected threats to the security of Personal Information (including any physical trespass on a secure facility, computing systems intrusion/hacking, loss/theft of a computing device, storage media or printed materials, or other unauthorized access) (each a “Security Incident”), ClearRisk will promptly notify Client of the Security Incident (and in all circumstances at least as soon as it reports to similarly situated customers of Client, but in any event as soon as reasonably possible in the circumstances), and will investigate or perform required assistance in the investigation of the Security Incident and provide Client with detailed information about the Security Incident. ClearRisk will take all commercially reasonable steps to mitigate the effects of the Security Incident, or assist Client in doing so; and will provide prior notice to Client of, and will not undertake any, proposed communications to third parties related to a Security Incident involving Personal Information without Client’s prior written approval, not to be unreasonably withheld, conditioned or delayed. ClearRisk will work with and coordinate with Client on any such notices in any event. Subject to Section 13, ClearRisk will comply with this Section 4.4(e) at ClearRisk’s cost, unless the Security Incident arose from Client’s negligent or willful acts or ClearRisk’s compliance with Client’s express written instructions. (f)Request for Personal Information. ClearRisk shall (at Client’s expense) taking into account the nature of the processing, provide all reasonable cooperation to assist Client by appropriate technical and organisational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the Processing of Client Personal Information under this Agreement. In the event that any such request is made to ClearRisk directly, ClearRisk shall not respon d to such communication directly without Client’s prior authorization, unless legally compelled to do so. If ClearRisk is required to respond to such a request, ClearRisk shall promptly notify Client and provide it with a copy of the request unless legally prohibited from doing so. 5.Client Responsibilities 5.1 Users. Client is responsible for all activities that occur in User accounts and for its and its Users’ compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data and the means by which Client acquired Client Data; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the ClearRisk Service, and notify ClearRisk promptly of any such unauthorized access or use; and (c) use the ClearRisk Service only in accordance with the Documentation and applicable laws and government regulations. 5.2 Equipment. Client is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications services (such as Internet access) that are required to allow Client to access and use the ClearRisk Service and for all expenses relating thereto. Client agrees to access and use, and shall ensure that all Users access and use, the ClearRisk Service in accordance with any and all operating instructions or procedures that may be issued by ClearRisk from time to time. 6.Fees and Payment Terms 6.1 Fees. Client agrees to pay the Fees and other charges for the ClearRisk Service and Professional Services provided under this Agreement as specified in Schedule A. Except as otherwise specified herein, payment obligations are non-cancellable and Fees paid are non-refundable, 6.2 Annual Cost Escalation. Client agrees that all Subscription Fees will increase by 5% each and every year at the anniversary date. DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5