Common use of Information and Audits Clause in Contracts

Information and Audits. 6.1. Upon Customer’s written request, and subject to the confidentiality obligations set forth in the Agreement, Whimsical shall make available to Customer information related to Whimsical’s compliance with its security policies and procedures under this Addendum. Customer may only use such information to confirm Whimsical’s compliance with this Addendum and to assist Customer with complying with its obligations under Data Protection Legislation. If no such information is available at the time of Customer’s request, Xxxxxxxxx xxxx allow audits as set forth below. 6.2. Customer may conduct, either itself or through a third party independent contractor selected by Customer at Customer’s expense, an on-site or off-site audit and review of Whimsical’s architecture, systems, infrastructure and procedures used in connection with the Services that Process Customer’s Personal Information. Customer must provide Whimsical with a proposed audit plan at least 30 days in advance of the audit, after which Customer and Whimsical shall discuss in good faith and finalize the audit plan prior to commencement of audit activities. Such audits may be conducted up to one time per year unless additional audits are required by Data Protection Legislation or by any supervisory authority with authority to request same from Customer. Each party will bear its own costs in relation to the audit, unless Whimsical informs Customer that Whimsical expects to incur additional charges or fees in the performance of the audit that are not covered by the fees payable under the Agreement, for example for professional services. The parties will negotiate in good faith with respect to any such charges or fees. 6.3. Upon Whimsical’s request, after conducting an audit, Customer must notify Whimsical of the manner in which Whimsical does not comply with any of the security, confidentiality or privacy obligations herein, if applicable. Upon such notice and agreement of the parties, Xxxxxxxxx xxxx use commercially reasonable efforts to make any necessary changes to ensure compliance with its obligations. 6.4. Audits described in Section 6.2 of this Addendum will be conducted during reasonable times and will be of reasonable duration and will not unreasonably interfere with Whimsical’s day-to-day operations. If Customer conducts an audit through a third-party independent contractor, such independent contractor must be approved by Whimsical (such approval not to be unreasonably withheld) and will be required to enter into a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement to protect Whimsical’s proprietary information. 6.5. On an annual basis, Xxxxxxxxx xxxx provide a copy of Whimsical’s then most recent third party audits or certifications (if any), or any summaries thereof, that Whimsical generally makes available to its customers at the time of such request. 6.6. All information and audit results, reports, and findings provided to or obtained by Customer shall be Whimsical Confidential Information.

Information and Audits. 6.1. Upon Customer’s written request, and subject to the confidentiality obligations set forth in the Agreement, Whimsical shall make available to Customer information related to Whimsical’s compliance with its security policies and procedures under this Addendum. Customer may only use such information to confirm Whimsical’s compliance with this Addendum and to assist Customer with complying with its obligations under Data Protection Legislation. If no such information is available at the time of Customer’s request, Xxxxxxxxx xxxx allow audits as set forth below.such 6.2. Customer may conduct, either itself or through a third party independent contractor selected by Customer at Customer’s expense, an on-site or off-site audit and review of Whimsical’s architecture, systems, infrastructure and procedures used in connection with the Services that Process Customer’s Customer Personal Information. Customer must provide Whimsical with a proposed audit plan at least 30 days in advance of the audit, after which Customer and Whimsical shall discuss in good faith and finalize the audit plan prior to commencement of audit activities. Such audits may be conducted up to one time per year unless additional audits are required by Data Protection Legislation or by any supervisory authority with authority to request same from Customer. Each party will bear its own costs in relation to the audit, unless Whimsical informs Customer that Whimsical expects to incur additional charges or fees in the performance of the audit that are not covered by the fees payable under the Agreement, for example for professional services. The parties will negotiate in good faith with respect to any such charges or fees. 6.3. Upon Whimsical’s request, after conducting an audit, Customer must notify Whimsical of the manner in which Whimsical does not comply with any of the security, confidentiality or privacy obligations herein, if applicable. Upon such notice and agreement of the parties, Xxxxxxxxx xxxx use commercially reasonable efforts to make any necessary changes to ensure compliance with its obligations. 6.4. Audits described in Section 6.2 of this Addendum will be conducted during reasonable times and will be of reasonable duration and will not unreasonably interfere with Whimsical’s day-to-day operations. If Customer conducts an audit through a third-party independent contractor, such independent contractor must be approved by Whimsical (such approval not to be unreasonably withheld) and will be required to enter into a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement to protect Whimsical’s proprietary information. 6.5. On an annual basis, Xxxxxxxxx xxxx provide a copy of Whimsical’s then most recent third party audits or certifications (if any), or any summaries thereof, that Whimsical generally makes available to its customers at the time of such request. 6.6. All information and audit results, reports, and findings provided to or obtained by Customer shall be Whimsical Confidential Information.

Information and Audits. 6.1. Upon Customer’s written request, and subject to the confidentiality obligations set forth in the Agreement, Whimsical shall make available to Customer information related to Whimsical’s compliance with its security policies and procedures under this AddendumDPA. Customer may only use such information to confirm Whimsical’s compliance with this Addendum DPA and to assist Customer with complying with its obligations under Data Protection Legislation. If no such information is available at the time of Customer’s request, Xxxxxxxxx xxxx allow audits as set forth below. 6.2. Upon Customer’s reasonable belief that Whimsical is not in compliance with its security policies and procedures under this DPA or the Agreement regarding Customer Data, or if such audit is required by Customer’s supervisory authorities in accordance with Data Protection Legislation, Customer may conduct, either itself or through a third party independent contractor selected by Customer at Customer’s expense, an on-site or off-off- site audit and review of Whimsical’s architecture, systems, infrastructure and procedures used in connection with the Services that Process Customer’s Personal InformationServices. Customer must provide Whimsical with a proposed audit plan at least 30 days two weeks in advance of the audit, after which Customer and Whimsical shall discuss in good faith and finalize the audit plan prior to commencement of audit activities. Such audits may be conducted up to one time per year unless additional audits are required by Data Protection Legislation or by any supervisory authority with authority to request same from Customer. Each party will bear its own costs in relation to the audit, unless Whimsical informs Customer that Whimsical expects to incur additional charges or fees in the performance of the audit that are not covered by the fees payable under the Agreement, for example for professional services. The parties will negotiate in good faith with respect to any such charges or fees. 6.3. Upon Whimsical’s request, after conducting an audit, Customer must notify Whimsical of the manner in which Whimsical does not comply with any of the security, confidentiality or privacy obligations herein, if applicable. Upon such notice and agreement of the partiesnotice, Xxxxxxxxx xxxx use commercially reasonable efforts to make any necessary changes to ensure compliance with its obligations. 6.4. Audits described in Section 6.2 of this Addendum DPA will be conducted during reasonable times and will be of reasonable duration and will not unreasonably interfere with Whimsical’s day-to-day operations. If Customer conducts an audit through a third-party independent contractor, such independent contractor must be approved by Whimsical (such approval not to be unreasonably withheld) and will be required to enter into a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement to protect Whimsical’s proprietary information. 6.5. On an annual basis, Xxxxxxxxx xxxx provide a copy of Whimsical’s then most recent third party audits or certifications (if any), or any summaries thereof, that Whimsical generally makes available to its customers at the time of such request. 6.6. All information and audit results, reports, and findings provided to or obtained by Customer shall be Whimsical Confidential Information.