Master Subscription Agreement

Exhibit A

Supplemental Terms – SaaS

The following Supplemental Terms will apply to and govern Customer’s use of the SaaS, as applicable. The terms and conditions herein are incorporated into the Agreement by this reference. Capitalized terms not defined herein will have the meaning set forth in the Agreement.

Customer Obligations

Customer acknowledges and agrees that Customer’s use of the SaaS is dependent upon access to telecommunications and internet services. Customer is solely responsible for acquiring and maintaining all telecommunications and internet services and other hardware and software required to access and use the SaaS, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Illumio will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and internet services.

Customer Data

Customer will provide Customer Data to Illumio in such format and by such method as agreed to by the parties in the Order Form. Customer acknowledges and agrees that Customer and Customer’s Authorized Users’ use of the SaaS are conditioned upon Customer’s provision of Customer Data to Illumio in accordance with the foregoing. To the extent Illumio stores any Customer Data, Illumio shall follow its standard archival procedures for the storage of Customer Data. In the event of any loss or corruption of Customer Data, Illumio shall follow physical, technical and organizational measures designed to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Illumio. With respect to the processing of Customer Data, Illumio will comply with the Privacy supplemental terms under Exhibit F and the Security supplemental terms under Exhibit G.

Exhibit B

Supplemental Terms – On-Premises Software

The following Supplemental Terms will apply to and govern Customer’s use of the On-Premises Software. The terms and conditions herein are incorporated into the Agreement by this reference. Capitalized terms not defined herein will have the meaning set forth in the Agreement.

Customer Obligations

Customer acknowledges and agrees that Customer’s use of the On-Premises Software is dependent upon access to Customer’s internal IT systems as well as external telecommunications and internet services. Customer is solely responsible for acquiring and maintaining its internal IT systems as well as all telecommunications and internet services and other hardware and software required to access and use the On-Premises Software, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Illumio will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from Customer’s internal IT systems, telecommunications or internet services.

Illumio Access

For the purpose of implementing the On-Premises Software on Customer’s servers, Illumio may require access to Customer’s servers and systems where the On-Premises Software is to be installed, and Customer will grant access to Illumio for such limited purpose. Upon completion of the implementation, Customer will be responsible for removing all credentials granted to Illumio in connection with such implementation.

Exhibit C

Supplemental Terms – Maintenance and Support Services

The following Supplemental Terms will apply to and govern Customer’s receipt of Maintenance and Support Services. The terms and conditions herein are incorporated into the Agreement by this reference. Capitalized terms not defined herein will have the meaning set forth in the Agreement.

Maintenance and Support Services

During the Subscription Term and to the extent set forth in the applicable Order Form, Customer will receive 24/7 support for all maintenance releases and Updates via its support website, email and telephone. Customer should reach out to technical support for assistance in identifying and verifying the causes of suspected Errors in the Product and for existing workarounds for identified Errors. Illumio will work directly with a Customer’s designated internal support liaisons. It is Customer’s responsibility to ensure that these individuals are properly trained to use the Product. In order for Illumio to effectively resolve any issues, Customer will provide reasonable access to all necessary personnel to answer relevant questions. On request, Customer will provide access for online diagnostics of the Product during Error diagnosis. Customer will promptly implement all Updates and Error Corrections provided by Illumio to resolve an Error. Illumio’s support obligation with respect to any Product is limited to the current and prior production release for such Product.

Updates

Illumio will notify Customer of maintenance releases and Updates as they are made available. This is done at no additional charge to Illumio’s customers. Illumio has the sole discretion for the timing and availability of any and all maintenance releases and Updates. Updates may be made available for the On-Premises Software by downloading from Illumio support website.

Error Corrections

Illumio will use reasonable efforts to correct any reproducible programming Error in the Product attributable to Illumio with a level of effort commensurate with the severity of the Error. Customer will notify Illumio of such Errors and will provide Illumio with enough information to reproduce the Error(s). Illumio is only responsible for Errors that it can reproduce on Products as delivered to Customer without modification.

Portal

Illumio’s online support portal provides access to releases, Illumio Materials, Documentation, knowledge base articles, trouble-shooting reports and other additional information.

Contacts

Email: [email protected]

Phone: 1-888-631-6354

Response Time

Illumio will provide an initial response to support requests based on designed priority:

Priority

Description

Response Time

P1

Catastrophic problem; systems down and impacting ability to operate

30 minutes

P2

High impact problem; systems disrupting business operations

2 hours

P3

Medium to low impact problem; loss of non-critical functionality

4 business hours

P4

General usage issues, information requests

1 business day

Exhibit D

Supplemental Terms – Professional Services

The following Supplemental Terms are effective as of the effective date of the relevant Order Form and are entered into by and between Illumio and Customer and will apply to and govern the Professional Services provided to Customer. The terms and conditions herein are incorporated into the Agreement by this reference. Capitalized terms not defined herein will have the meaning set forth in the Agreement.

Professional Services

Illumio will provide those Professional Services as further defined by the specific Service Descriptions and/or Scope Documents in accordance with the Order Form and these Supplemental Terms. Illumio may use third party contractors to perform Illumio’s duties. Illumio will be responsible for the performance of the Professional Services of such third-party contractors to the same extent as for its own employees. If any Professional Services, in whole or in part, cannot be provided by Illumio due to a Customer issue and Customer fails to provide Illumio with reasonable advance notice, the time spent or allocated by Illumio personnel on such Professional Service will be charged to Customer. Any deliverables or work products provided by Illumio to Customer prior to the execution of an applicable Order Form or a change request are the sole property and Confidential Information of Illumio and shall be governed by the terms of the Agreement. If no Order Form is completed, all work product and deliverables must be returned or deleted and must not be used.

Customer Obligations

Customer will make the necessary arrangements to allow Illumio to perform the Professional Services. Customer shall provide and make available all Customer personnel that Illumio reasonably requires in connection with performance of the Professional Services and as may be further addressed in an applicable Order Form. If the Professional Services are performed at Customer’s site, Customer agrees to provide necessary access to its site including appropriate access to Customer premises, computer systems and other facilities. Customer shall appoint a contact person with the authority to make decisions and to supply Illumio with any necessary or relevant information expeditiously. Customer shall ensure to have all necessary license rights including third party license rights required to allow Illumio to perform the Professional Services.

Change Requests

Either party can request changes to the Professional Service. Illumio is not required to perform under a change request prior to the execution by the parties of the applicable change request.

Personnel

If at any time Customer or Illumio is dissatisfied with the material performance of an Illumio or a Customer project team member, the dissatisfied party shall promptly report such dissatisfaction to the other party in writing and may request a replacement. The other party will use its reasonable discretion in accomplishing any such change (which also, in the case of Illumio, shall be subject to staffing availability).

Fees; Expenses

For performance of the Professional Services, Customer will pay Illumio the applicable Fees in full in advance unless otherwise specified in the applicable Order Form. All prepaid Professional Services must be redeemed within twelve (12) months from the date of invoice. At the end of the twelve (12) month period, any remaining pre-paid Professional Services will expire, and no refund will be provided for any remaining pre-paid unused Fees for Professional Services. Unless otherwise specified in the applicable Order Form, upon invoice from Illumio, Customer will reimburse Illumio for all reasonable expenses incurred by Illumio while performing the Services, including without limitation, transportation services, lodging, meals and out-of-pocket expenses, and third party online and offline research services directly related to the provision of the Professional Services. Illumio will include, upon request, reasonably detailed documentation of all such expenses in excess of US$25 with each related invoice.

Exhibit E

Supplemental Terms – Training Services

The following Supplemental Terms are effective as of the effective date of the relevant Order Form and are entered into by and between Illumio and Customer and will apply to and govern the Training Services provided to Customer. The terms and conditions herein are incorporated into the Agreement by this reference. Capitalized terms not defined herein will have the meaning set forth in the Agreement.

Training Services

Illumio will provide those Training Service(s) as further defined by the specific Service Descriptions and/or Scope Documents in accordance with the Order Form and these Supplemental Terms.

Training Materials

All Training Services materials provided by Illumio for Training Services are the property of Illumio. Customer shall not duplicate such materials and may use the materials solely in conjunction with the Training Services provided by Illumio hereunder.

Delivery

An order for Training Services is valid for a period of twelve (12) months from the date of purchase (the “Delivery Period”). Customer will be invoiced in full for Training Services at the time of submission of the Order Form and expected to pay in accordance with the Agreement. Training Services are non-cancelable and non-refundable. Changes to an Order Form for Training Services will only be accepted in writing. If for any reason Customer wishes to reschedule Training Services, the request must be received at least fourteen (14) business days prior to the scheduled start date for the Training Services. The Fees for the Training Services will be charged for rescheduling requests received fewer than fourteen (14) business days prior to the scheduled start date for the Training Services. In no event will Illumio be liable for nonrefundable travel arrangements in the event of a cancellation or rescheduling. At the end of the applicable Delivery Period, any remaining Fees for unused Training Services shall expire and shall be forfeited. No refunds shall be provided based on any remaining Fees for unused Training Services. All Training Services must be registered and attended during the Delivery Period.

Miscellaneous

For on-site Training Services, Customer shall provide a classroom which will allow sufficient space to accommodate the expected number of students, will support connection to the Illumio virtual lab environment (if applicable), table space for a computer for each student, a blackboard or whiteboard for instructor use, and an LCD projector for presentations and demonstrations. If space such as a conference room is being used as a classroom, it should be located in an area that affords minimal external distractions and noise.

Exhibit F

Supplemental Terms – Privacy

The following Supplemental Terms are effective as of the effective date of the relevant Order Form and are entered into by and between Illumio and Customer and will apply to and govern the processing of personal data on behalf of Customer in connection with the delivery of the Products. Capitalized terms not defined herein will have the meaning set forth in the Agreement, except that terms such as “personal data breach”, “supervisory authority”, “processor”, “data subject”, etc. shall have the definitions specified in the Data Protection Law.

Introduction

Customer intends to send personal data from individuals in the EU (the “EU Personal Data”) as part of the data processed by Illumio on its behalf in connection with the delivery of the Products. With respect to EU Personal Data, Customer is the data controller and Illumio is the data processor. Each party shall strive to comply with their respective obligations  with respect to EU Personal Data and thus agrees: (a) Illumio shall only process EU Personal Data upon instructions from Customer, including those in the Agreement and Customer’s configuration of the Products; (b) Illumio’s data centers are located in the United States and Customer hereby instructs Illumio to process EU Personal Data in the United States and in the European Union as needed to deliver the Products or as otherwise instructed by Customer; (c) Illumio shall ensure that persons authorized to process EU Personal Data are committed to a duty of confidentiality; and (d) Illumio shall implement appropriate physical, technical and organizational measures to ensure that the level of security is appropriate to the risk in the performance monitoring and the analytics processing involved in the Products.

Sub-processors

Customer acknowledges and agrees that Illumio may engage third party sub-processors to process EU Personal Data in connection with the provision of the Products. Provided that Customer signs up for notifications on the Illumio support portal, Illumio shall provide prior notice of any new sub-processors. After being notified, Customer will have ten (10) business days to notify Illumio in writing of any reasonable objection it has to the new sub-processor(s). Failure to notify Illumio within this time frame will be deemed approval of the new sub-processor(s). In the event Customer provides reasonable objection, Illumio will use reasonable efforts to make a change in the configuration available to avoid processing of EU Personal Data by such sub-processor. If Illumio is unable to make available such a change within a reasonable period of time, which shall not exceed ninety (90) days, Customer may terminate the applicable Order Form with respect to the affected Products that cannot be provided without use of the rejected sub-processor. In the event Illumio engages a sub-processor to carry out specific processing activities on behalf of Customer, Illumio shall place the same or similar obligations on such sub-processor to require appropriate technical and organizational measures to meet the requirements of the Data Protection Law. Where such additional processor fails to fulfill its data protection obligations, Illumio shall remain fully liable to Customer for the performance of that processor’s obligations.

Assistance

Taking into account the nature of the processing and the role of Illumio as data processor, Illumio will use reasonable efforts to assist Customer in responding to requests by data subjects to exercise data subject rights. Accordingly, Illumio will use reasonable efforts to assist Customer in ensuring compliance with Customer’s obligations under Art 32-36 of the Data Protection Law, including: (a) implementing appropriate physical, technical and organizational measures to ensure a level of security appropriate to the risk; (b) taking steps to ensure that any natural person with access to EU Personal Data does not process such EU Personal Data except on instruction; (c) notifying Customer without undue delay after becoming aware of a personal data breach; (d) assisting Customer in its data protection impact assessments, as appropriate and at Customer’s expense; (e) assisting Customer in its consultation with regulators, as appropriate and at Customer’s expense; and (f) supporting Customer in its role as data controller with respect to lawful requests submitted by data subjects to Customer.

Inspection

Upon receipt of Customer’s written request, Illumio will make available to Customer information reasonably necessary to demonstrate compliance with the obligations in these Supplemental Terms and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer to the extent required by law. Customer shall give Illumio at least ninety (90) days’ prior written notice and promptly reimburse Illumio for expenses incurred in connection with audits conducted by Customer or a third-party auditor beyond those that Illumio already conducts, including but not limited to, time reasonably expended for such audits at Illumio’s then-current professional services rates (made available to Customer upon request). Prior to commencement of work, Illumio and Customer shall mutually agree upon scope, timing, and duration of the work. Customer shall promptly notify Illumio of any non-compliance discovered during the course of any audit; and Illumio will inform Customer if it becomes aware of an instruction by Customer that, in Illumio’s opinion, infringes the Data Protection Law or other applicable data protection law.

Standard Clauses

Customer acknowledges that Illumio is located in the United States and may process EU Personal Data from its offices and data centers located in the United States. To ensure such processing is in accordance with applicable Data Protection Law, the parties hereby enter into the standard contractual clauses below (the “Standard Clauses”). In the event the Standard Clauses become insufficient under Data Protection Law, the parties shall use reasonable efforts to utilize an alternative method of adequacy for transfer.

The Standard Clauses apply to Customers established in the European Economic Area (“EEA”) or Switzerland as the data controller. In the event that Customer’s use of Products results in processing of EU Personal Data of Customer’s affiliates that are also established in the EEA or Switzerland and data controllers, such affiliates shall be deemed “data exporters” under the Standard Clauses, provided that in all cases, Illumio’s aggregate liability to Customer and its affiliates will be subject to the limitations of liability set out below.

Customer shall in its use of the Products only process EU Personal Data in accordance with applicable law and shall not cause Illumio to be in violation of applicable laws. Illumio shall process EU Personal Data in accordance with Customer’s instruction. By contracting with Illumio for the provision of the Products, Customer (through its use and configuration of the Products and/or Services) is directing Illumio to obtain and collect certain EU Personal Data. For purposes of Clause 5(a) of the Standard Clauses, Customer instructs Illumio to: (a) process the EU Personal Data in accordance with the Agreement; and (b) process EU Personal Data initiated by Customer and its Authorized Users in their use of the Products during the Term. The parties agree that Illumio may remove or redact any commercial information and other terms not related to data protection from copies of sub-processor agreements provided to Customer pursuant to Clause 5(j) of the Standard Clauses from such agreements before providing them to Customer; and that such copies will be provided by Illumio only after its receipt of reasonably detailed written request by Customer. The parties agree that Illumio shall provide the certification of deletion of EU Personal Data described in Clause 12(1) of the Standard Clauses only upon receipt of Customer’s written request. The parties agree that all liabilities between Illumio and Customer (including Customer affiliates) will be subject to the terms of the Agreement (including but not limited to limitation of liability provisions), except that no limitations of liability will apply to any liability that Illumio may have to data subjects under the third-party rights provisions of the Standard Clauses. Subject to the preceding sentence, Customer affiliates shall be granted certain rights in relation to Illumio’s obligations reserved for the benefit of Customer hereunder, and data subjects are granted third party rights under the Standard Clauses. All other third-party rights are excluded. The parties hereby agree that these Supplemental Terms supersede any conflicting or inconsistent provisions in the Agreement related to data protection and, in the event of ambiguity, these Supplemental Terms will prevail.

Annex 1

Standard Clauses

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Data Exporter

Name:

 

Address:

 

Phone:

 

Email:

 

Other Identifying Information:

 

and

Data Importer

Name:

Illumio, Inc.

Address:

920 De Guigne Drive, Sunnyvale, California 94085

Phone:

1-669-800-5000

Email:

[email protected]

Other Identifying Information:

None

each a “party”; together “the parties”,

have agreed on the following contractual clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Data exporter

The data exporter is the Customer legal entity named above and its Affiliates.

Data importer

The data importer is Illumio, Inc. and its Affiliates, a provider of network security product and services.

Data subjects

Natural persons who interact with the Products, which may include (but are not limited to) data exporter’s employees, contractors, Authorized Users and customers as determined by data exporter.

Categories of data

The data exporter may submit personal data to the Products, the extent of which is determined by the data exporter. This may include:

  • device identifiers, IP addresses, firmware versions, operating system, time zone, language, MAC addresses, and other information about computing systems, applications and networks;
  • names, emails, age, gender, phone numbers, photographs;
  • Information about activity on computing systems, applications and networks, including real-user monitoring;
  • file and communications content and metadata, antivirus and other malware statistics and files;
  • system logs and traffic, including URLs; and
  • Information provided to Illumio through dashboards or portals associated with the security and firewall solutions of the Illumio Services, such as troubleshooting requests and security inquiries regarding files, systems and URLs.

Special categories of data

Not applicable

Processing operations

  • Providing maintenance and technical support.
  • Providing Updates and Upgrades.
  • Addressing security and business continuity issues.
  • Analyzing and improving the Products.
  • Enforcing the legal terms that govern the Products.
  • Complying with law and protect rights, safety and property.
  • Other purposes requested or permitted by Customers or Authorized Users or as reasonably required to perform Illumio’s business.

Exhibit G

Supplemental Terms – Security

The following supplemental terms are effective as of the effective date of the relevant Order Form and are entered into by and between Illumio and Customer and will apply to and govern the Security Program (as defined below). The terms and conditions herein are incorporated into the Agreement by this reference. Capitalized terms not defined herein will have the meaning set forth in the Agreement.

Security

Illumio maintains a formal security program (the “Security Program”), based on reasonable industry best practices, and designed to preserve the confidentiality, integrity and availability of the Platform and Customer Data.

The Security Program addresses (a) management of operational and security risk; (b) technical and administrative security measures; (c) ongoing security training for all employees; and (d) procedures for responding to and recovering from Security Incidents.

Security Incidents

Illumio will promptly notify You in the event of a Security Incident impacting Your Confidential Information or Customer Data, using the primary support contact information You have provided.

Security of the Products

Illumio incorporates security principles in all aspects of the Platform’s design, development and operation. A security assessment (“Penetration Test”) of the product is performed at regular intervals, using independent subject-matter experts.

Information about how Illumio works with the security community to surface and address security findings in the Platform can be found in Illumio’s Responsible Disclosure Policy.

Past versions

Archived April 10, 2021 (July 1, 2020 - April 10, 2021)

Archived June 30, 2020