Common use of Audits and Certifications Clause in Contracts

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the VTEX Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data Sheet. Customer may contact VTEX to request an on-site audit of VTEX's procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX for any time expended for any such on-site audit at the VTEX Group’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEX. Customer shall promptly notify VTEX with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Qubole shall make available to Customer that is not a competitor of Qubole (or Customer’s independent, third-party auditorauditor that is not a competitor of Qubole) information regarding the VTEX GroupQubole’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data Sheetand Privacy Documentation to the extent Qubole makes them generally available to its customers. Customer may contact VTEX Qubole in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX Qubole for any time expended for any such on-on- site audit at the VTEX GroupQubole’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Qubole shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXQubole. Customer shall promptly notify VTEX Qubole with information regarding any non-non- compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Asana shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the VTEX Asana Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications certain documentation, as may be available now and audits set forth in the Security Practices Data Sheetfuture. Customer may contact VTEX Asana in accordance with the “Notices” Section of the Agreement to request an on-site a remote audit of VTEX's Asana’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection LawLaw and subject to any security restrictions imposed on Asana by any of its Subprocessors. Customer shall reimburse VTEX Asana for any time expended for any such on-site audit at the VTEX Asana Group’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Asana shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential informationaudit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXAsana. Customer shall promptly notify VTEX Asana with information regarding any non-compliance discovered during the course of an audit, and VTEX Asana shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon a Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX TRUSTOPIA shall make available to Customer that is not a competitor of TRUSTOPIA (or Customer’s independent, third-party auditorauditor that is not a competitor of TRUSTOPIA) information regarding the VTEX TRUSTOPIA Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetSecurity, Privacy and Architecture Documentation to the extent TRUSTOPIA makes them generally available to its customers only. The Customer may contact VTEX TRUSTOPIA in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX TRUSTOPIA for any time expended for any such on-site audit at the VTEX TRUSTOPIA Group’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX TRUSTOPIA shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXTRUSTOPIA. Customer shall promptly notify VTEX TRUSTOPIA with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Asana shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the VTEX Asana Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications certain documentation, as may be available now and audits set forth in the Security Practices Data Sheetfuture. Customer may contact VTEX Xxxxx in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's Xxxxx’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX Asana for any time expended for any such on-site audit at the VTEX Asana Group’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Xxxxx shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential informationaudit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXXxxxx. Customer shall promptly notify VTEX Asana with information regarding any non-compliance noncompliance discovered during the course of an audit, and VTEX Xxxxx shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f8.9(c) and Clause 12(213(b) of the Standard Contractual Clauses shall be carried out in accordance with the following specificationsspecification: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Company shall make available to Customer that is not a competitor of Company (or Customer’s independent, third-party auditorauditor that is not a competitor of Company) information regarding the VTEX GroupCompany’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetSecurity, Privacy and Architecture Documentation to the extent Company makes them generally available to its customers. Customer may contact VTEX Company in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX Company for any time expended for any such on-site audit at the VTEX GroupCompany’s then-then- current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Company shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXCompany. Customer shall promptly notify VTEX Company with information regarding any non-compliance noncompliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specificationsspecification: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX FieldAware shall make available to Customer that is not a competitor of FieldAware (or Customer’s independent, third-party auditorauditor that is not a competitor of FieldAware) information regarding the VTEX GroupFieldAware’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetSecurity, Privacy and Architecture Documentation to the extent FieldAware makes them generally available to its customers. Customer may contact VTEX FieldAware in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX FieldAware for any time expended for any such on-site audit at the VTEX GroupFieldAware’s then-then- current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX FieldAware shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXFieldAware. Customer shall promptly notify VTEX FieldAware with information regarding any non-compliance noncompliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the VTEX Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data Sheet. Customer may contact VTEX to request an on-site audit of VTEX's procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX for any time expended for any such on-site audit at the VTEX Group’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential informationaudit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEX. Customer shall promptly notify VTEX with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX ITG shall make available to Customer that is not a competitor of ITG (or Customer’s independent, third-party auditorauditor that is not a competitor of ITG) information regarding the VTEX GroupITG’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetSecurity, Privacy and other Documentation to the extent ITG makes them generally available to its customers. Customer may contact VTEX ITG to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX ITG for any time expended for any such on-site audit at the VTEX GroupITG’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX ITG shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXITG. Customer shall promptly notify VTEX ITG with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Asana shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the VTEX Asana Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications certain documentation, as may be available now and audits set forth in the Security Practices Data Sheetfuture. Customer may contact VTEX Xxxxx in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's Xxxxx’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX Asana for any time expended for any such on-site audit at the VTEX Asana Group’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Xxxxx shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential informationaudit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXXxxxx. Customer shall promptly notify VTEX Asana with information regarding any non-compliance noncompliance discovered during the course of an audit, and VTEX Xxxxx shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that Customer’s right to audit Processing of Customer Data by SalesLoft (including for purposes of the audits described in Clause GDPR Art. 28(3)(h) and Clauses 5(f) and Clause 12(2) of the Standard Contractual Clauses Clauses) shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX SalesLoft shall make available to Customer that is not a competitor of SalesLoft (or Customer’s independent, third-party auditorauditor that is not a competitor of SalesLoft) information regarding the VTEX GroupSalesLoft’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetSecurity, Privacy and Architecture Documentation to the extent SalesLoft makes them generally available to its customers. Customer may contact VTEX SalesLoft in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX SalesLoft for any time expended for any such on-site audit at the VTEX GroupSalesLoft’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX SalesLoft shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXSalesLoft. Customer shall promptly notify VTEX SalesLoft with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon CustomerXXX’s request, and subject to the any appropriate confidentiality obligations set forth in the Agreementagreements being executed, VTEX ClassDojo shall make available to Customer LEA that is not a competitor of ClassDojo (or CustomerLEA’s independent, third-party auditorauditor that is not a competitor of ClassDojo) information regarding the VTEX GroupClassDojo’s compliance with the obligations set forth in this Int. DPA in the form of the third-party certifications and audits set forth in the Security Practices Data Sheetand Privacy Documentation to the extent ClassDojo makes them generally available to its LEAs. Customer XXX may contact VTEX ClassDojo in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer XXX shall reimburse VTEX ClassDojo for any time expended for any such on-site audit at the VTEX Group’s then-current rates, which shall be made available to Customer upon requestaudit. Before the commencement of any such on-on- site audit, Customer LEA and VTEX ClassDojo shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer LEA shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXClassDojo. Customer XXX shall promptly notify VTEX ClassDojo with information regarding any non-non- compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(212 (2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX PassFort shall make available to Customer that is not a competitor of PassFort (or Customer’s independent, third-party auditorauditor that is not a competitor to PassFort) information regarding the VTEX PassFort Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetSecurity, Privacy and Architecture Documentation to the extent PassFort makes them generally available to its customers. Customer may contact VTEX PassFort in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX PassFort for any time expended for any such on-site audit at the VTEX PassFort Group’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX PassFort shall mutually agree upon the scope, timing, timing and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which the Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXPassFort. Customer shall promptly notify VTEX PassFort with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) 8.9 and Clause 12(213(b) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Close shall make available to Customer that is not a competitor of Close (or Customer’s independent, third-party auditorauditor that is not a competitor of Close) information regarding the VTEX Close Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetMeasures to the extent Close makes them generally available to its customers. Customer may contact VTEX Close in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX Close for any time expended for any such on-site audit at the VTEX Close Group’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Close shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXClose. Customer shall promptly notify VTEX Close with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX Rose Web Services shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the VTEX Group’s Rose Web Services’ compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data SheetDPA. Customer may contact VTEX Rose Web Services in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's Rose Web Services’ procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX Rose Web Services for any time expended for any such on-site audit at the VTEX Group’s Rose Web Services’ then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX Rose Web Services shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential informationaudit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXRose Web Services. Customer shall promptly notify VTEX Rose Web Services with information regarding any non-non- compliance discovered during the course of an audit, and VTEX Rose Web Services shall use commercially reasonable efforts to address any confirmed non-compliance.

Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX OpenExchange shall make available to Customer that is not a competitor of OpenExchange (or Customer’s independent, third-party auditorauditor that is not a competitor of OpenExchange) information regarding the VTEX GroupOpenExchange’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Data Sheetand Privacy Documentation to the extent OpenExchange makes them generally available to its customers. Customer may contact VTEX OpenExchange in accordance with the “Notices” Section of the Agreement to request an on-site audit of VTEX's the procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse VTEX OpenExchange for any time expended for any such on-site audit at the VTEX GroupOpenExchange’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and VTEX OpenExchange shall mutually agree upon the scope, timing, and duration of the audit and any measures to protect the security of third party personal data or VTEX confidential information, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXOpenExchange. Customer shall promptly notify VTEX OpenExchange with information regarding any non-compliance discovered during the course of an audit, and VTEX shall use commercially reasonable efforts to address any confirmed non-compliance.