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) 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 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(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 AgreementXxxxxxxxx, VTEX Xxxx 0 Security shall make available to Customer that is not a competitor of Area 1 Security (or Customer’s independent, third-party auditorauditor that is not a competitor of Area 1 Security) information regarding the VTEX Area 1 Security 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, Privacy and Architecture Documentation to the extent Area 1 Security Practices Data Sheetmakes them generally available to its customers. Customer may contact VTEX Area 1 Security 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 xxxxxxxxx Xxxx 0 Security for any time expended for any such on-site audit at the VTEX Area 1 Security 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 Area 1 Security 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 VTEXArea 1 Security. Customer shall promptly notify VTEX Area 1 Security 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 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 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 SmartSimple shall make available to Customer that is not a competitor of SmartSimple (or Customer’s independent, third-party auditorauditor that is not a competitor of SmartSimple) information regarding the VTEX GroupSmartSimple’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 SheetSmartSimple’s “Security, Privacy, and Architecture Documentation” to the extent SmartSimple makes them generally available to its customers. Customer may contact VTEX SmartSimple 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 SmartSimple for any time expended for any such on-site audit at the VTEX GroupSmartSimple’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 SmartSimple 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 VTEXSmartSimple. Customer shall promptly notify VTEX SmartSimple 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 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.

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 CustomerClient’s request, and subject to the confidentiality obligations set forth in the Agreement, VTEX ConnectWise shall make available to Customer Client that is not a competitor of ConnectWise (or CustomerClient’s independent, third-party auditorauditor that is not a competitor of ConnectWise) information regarding the VTEX ConnectWise 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 SheetConnectWise Trust Site Compliance page to the extent ConnectWise makes them generally available to its clients. Customer Client may contact VTEX ConnectWise in accordance with the “Notices” Section of the Agreement to request an on-on- site audit of VTEX's the procedures relevant to the protection of protectionof Personal Data, but only to the extent required under applicable Data Protection Law. Customer Client shall reimburse VTEX ConnectWise for any time expended for any such on-site audit at the VTEX ConnectWise Group’s then-current professional services rates, which shall be made available to Customer Client upon request. Before the commencement of any such on-site audit, Customer Client and VTEX ConnectWise 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 Client shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by VTEXConnectWise. Customer Client shall promptly notify VTEX ConnectWise 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 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 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.